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

PRELIMINARY OFFERING CIRCULAR DATE JUNE 21, 2018

Collective Wisdom Technologies, Inc.

154 Grand Street

Suite 2N

New York, NY 10013

212.334.0233

Up to 10,000,000 shares of Class C Common Stock

SEE “SECURITIES BEING OFFERED” AT PAGE 28

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

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

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

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

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

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

This offering is inherently risky. See “Risk Factors” on page 3.

Sales of these securities will commence on approximately [DATE].

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

TABLE OF CONTENTS

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

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

RISK FACTORS

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

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

Risks Relating to the Company and its Business 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are initially reliant on one main type of service.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are dependent on general economic conditions.

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

We face significant market competition.

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

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

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

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

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

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

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

Our revenues and profits are subject to fluctuations.

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

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

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

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

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

We have to repay a $125,000 loan.

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

Risks Relating to the Securities

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

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

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

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

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

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

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

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

Equity crowdfunding is new.

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

DILUTION

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

Immediate dilution

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

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

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

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

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

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

Future dilution

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

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

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

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

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

USE OF PROCEEDS

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

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

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

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

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

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

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

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

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

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

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

THE COMPANY’S BUSINESS

Structure and history

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

Our mission

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

Principal Products and Services

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

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

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

Seed Funding for Startups

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

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

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

The Application

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

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

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

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

The Voting Process

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

Round 1

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

The Shareholders will be divided into 4 permanent voting pools on the Platform:

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

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

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

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

Revision Period

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

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

Round 2

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

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

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

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

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

Funding Opportunities for Investors

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

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

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

Monthly Pitch Events

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

Market and Industry Trends

We intend to target three primary market segments:

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

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

Figure 1: US VC Activity. Source: Venture Monitor (PitchBook, NVCA, et. al.)

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

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

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

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

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

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

² Ibid.

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

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

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

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

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

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

⁹ AngelList. “All Companies”. Web page. https://angel.co/companies

Marketing

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

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

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

Competition

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

However, we believe our products and services will distinguish us as follows:

Suppliers

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

Research and Development

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

Employees

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

Regulation

Investment Company Act Considerations

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

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

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

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

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

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

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

Broker-Dealer Registration Requirements

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

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

Intellectual Property

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

Litigation

The company is not involved in any litigation.

THE COMPANY’S PROPERTY

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

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

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

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

Results of Operations

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

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

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

Liquidity and Capital Resources

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Plan of Operations

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

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

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

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

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

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

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

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

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

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

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

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

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

Byron Bennet – Co-Founder, President, Chief Executive Officer, Director

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

Barrett Hicken – Co-Founder, Chief Operating Officer, Director

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

Carol Robbins – Chief Marketing Officer, Director

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

Robert Wald – Chief Technology Officer

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

Vincent Tuzzio – Chief Financial Officer

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

James Sowers – Director

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

Hrant Antreasyan – Director

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

Advisors and Specialists

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

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

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

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

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

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

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

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

Compensation to Advisors and Specialists

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

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

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

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

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

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

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

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

SECURITIES BEING OFFERED

CWT is offering Class C Common Stock in this offering.

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

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

Class A Common Stock and Class B Common Stock

Voting Rights

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

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

Dividends and Distributions

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

Subdivision or Combination

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

Drag Along Right

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

Transfer of Shares

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

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

Other Rights

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

Class C Common Stock

Voting Rights.

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

Dividends and Distributions

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

Subdivision or Combination

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

Drag-Along Rights

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

Transfer of Shares

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

Other Rights

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

Shareholders Agreement

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

Transfer Restrictions; Right of First Offer

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

Drag-Along Rights

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

Voting Provisions

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

Notes

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

Interest Rate and Maturity

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

Conversion Terms

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

PLAN OF DISTRIBUTION

Plan of Distribution

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

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

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

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

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

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

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

Investors’ Tender of Funds

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

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

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

COLLECTIVE WISDOM TECHNOLOGIES, INC.

FINANCIAL STATEMENTS

As of

April 30, 2018

Together with

Independent Auditors’ Report

COLLECTIVE WISDOM TECHNOLOGIES, INC.

TABLE OF CONTENTS

INDEPENDENT AUDITORS’ REPORT

Management and Stockholders

Collective Wisdom Technologies, Inc.

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

Management’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.

Auditors’ Responsibility

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

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

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

Opinion

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

Emphasis of Matter Regarding Going Concern

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

/s/ dbbmckennon

dbbmckennon 

Newport Beach, California

June 21, 2018

COLLECTIVE WISDOM TECHNOLOGIES, INC.

BALANCE SHEET

AS OF APRIL 30, 2018

The accompanying notes are an integral part of these financial statements.

COLLECTIVE WISDOM TECHNOLOGIES, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM INCEPTION TO APRIL 30, 2018

The accompanying notes are an integral part of these financial statements.

COLLECTIVE WISDOM TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM INCEPTION TO APRIL 30, 2018

The accompanying notes are an integral part of these financial statements.

COLLECTIVE WISDOM TECHNOLOGIES, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM INCEPTION TO APRIL 30, 2018

The accompanying notes are an integral part of these financial statements.

COLLECTIVE WISDOM TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS

Organization

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

Business Description

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

Risks and Uncertainties

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

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

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

NOTE 2: GOING CONCERN

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

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

COLLECTIVE WISDOM TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

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

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

Fair Value Measurements

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

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

COLLECTIVE WISDOM TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

The three-level hierarchy for fair value measurements is defined as follows:

Cash and Cash Equivalents

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

Offering Costs

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

Revenue Recognition

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

Stock-Based Compensation

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

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

Income Taxes

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

COLLECTIVE WISDOM TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

Recent Accounting Pronouncements

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

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

NOTE 4: LOAN PAYABLE

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

NOTE 5: COMMITMENTS AND CONTINGENCIES

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

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

COLLECTIVE WISDOM TECHNOLOGIES, INC.

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2018

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

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

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

NOTE 7: SUBSEQUENT EVENTS

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

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

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

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

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

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

INDEX TO EXHIBITS

*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 New York, State of New York, on June 21, 2018.

COLLECTIVE WISDOM TECHNOLOGIES, INC.

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

34

Exhibit 2.1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “COLLECTIVE WISDOM TECHNOLOGIES, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY OF APRIL, A.D. 2018, AT 4:02 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

6840667 8100 SR# 20182619648

Authentication: 202502589 Date: 04-12-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE OF INCORPORATION

OF

COLLECTIVE WISDOM TECHNOLOGIES, INC.

Krista Collins, 9 East 40^th St, 4^th Floor, New York, NY 10016

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Dated on this 11th day of April, 2018

Exhibit 2.2

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

Collective Wisdom Technologies, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law, hereby certifies:

FIRST: That the Board of Directors of the Corporation duly adopted the following resolution in accordance with provisions of Section 141 and Section 241 of the Delaware General Corporation Law setting forth a proposed amendment of the Certificate of Incorporation of said corporation and declaring said amendment to be advisable.

RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing that Article "FOURTH" so that, as amended, said Article shall be and read as follows:

Section 4.1 Authorized Shares. The Corporation is authorized to issue three classes of stock which shall be designated, respectively, “Class A Common Stock,” “Class B Common Stock” and “Class C Common Stock.” The total number of shares of stock that the Corporation shall have authority to issue is 50,000,000 shares, consisting of 28,666,667 shares of Class A Common Stock, $0.00001 par value per share, 6,333,333 shares of Class B Common Stock, $0.00001 par value per share, and 15,000,000 shares of Class C Common Stock, $0.00001 par value per share.

Section 4.2 Voting Rights.

SECOND: That the Corporation currently has no stockholders and has not received any payment for any of its stock.

THIRD: That said amendment was duly adopted by a majority of the Board of Directors in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 18^th day of May, 2018.

Exhibit 2.3

BY-LAWS OF

Collective Wisdom Technologies, INC.

ARTICLE I

OFFICES

1.1 Registered Office.

The address of the registered office of the Corporation in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, DE 19904, County of Kent. The name of the registered agent of the Corporation at such address is National Registered Agents, Inc.

The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS; STOCKHOLDERS’

CONSENT IN LIEU OF MEETING

2.1 Annual Meetings.

The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, date and hour as shall be fixed by the Board of Directors (the “Board”) and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the General Corporation Law of the State of Delaware (the “Delaware Statute”) to be taken at a stockholders’ annual meeting are taken by written consent in lieu of meeting pursuant to Section 2.10 of this Article II.

2.2 Special Meetings.

A special meeting of the stockholders for any purpose or purposes may be called by the Board, the Chairman, the President or the record holders of at least a majority of the issued and outstanding shares of Common Stock of the Corporation, to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

2.3 Notice of Meetings.

Except as otherwise required by statute, the Certificate of Incorporation of the Corporation (the “Certificate”) or these By-laws, notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before the day on which the meeting is to be held, by delivering written notice thereof to him personally, or by mailing a copy of such notice, postage prepaid, directly to him at his address as it appears in the records of the Corporation, or by transmitting such notice thereof to him at such address by telegraph, cable or other telephonic transmission. Every such notice shall state the place, the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting. Except as otherwise provided in these Bylaws, neither the business to be transacted at, nor the purpose of, any meeting of the stockholders need be specified in any such notice or waiver of notice. Notice of any adjourned meeting of stockholders shall not be required to be given, except when expressly required by law.

2.4 Quorum.

At each meeting of the stockholders, except where otherwise provided by the Certificate or these By-laws, the holders of a majority of the issued and outstanding shares of Common Stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the stockholders present in person or represented by proxy and entitled to vote, or, in the absence of all the stockholders entitled to vote, any officer entitled to preside at, or act as secretary of, such meeting, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock to constitute a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.

2.5 Organization.

Unless otherwise determined by the Board, at each meeting of the stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(a) the Chairman;

(b) the President;

(c) any director, officer or stockholder of the Corporation designated by the Board to act as chairman of such meeting and to preside thereat if the Chairman or the President shall be absent from such meeting; or

(d) a stockholder of record who shall be chosen chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.

The Secretary or, if he shall be presiding over such meeting in accordance with the provisions of this Section 2.5 or if he shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary has been appointed and is present) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

2.6 Order of Business.

The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but such order of business may be changed by a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat.

2.7 Voting.

Except as otherwise provided by law, the Certificate or these By-laws, at each meeting of the stockholders, every stockholder of the Corporation shall be entitled to one vote in person or by proxy for each share of Common Stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to Section 6.7 of Article VI as the record date for the determination of stockholders entitled to vote at such meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be entitled to vote, unless, in the transfer by the pledgor on the books of the Corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such stock and vote thereon. If shares or other securities having voting power stand in the record of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

(a) if only one votes, his act binds all;

(b) if more than one votes, the act of the majority so voting binds all; and

(c) if more than one votes, but the vote is evenly split on any particular matter, such shares shall be voted in the manner provided by law.

If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purposes of this Section 2.7 shall be a majority or even-split in interest. The Corporation shall not vote directly or indirectly any share of its own capital stock. Any vote of stock may be given by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, delivered to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. At all meetings of the stockholders, all matters (except where other provision is made by law, the Certificate or these By-laws) shall be decided by the vote of a majority in interest of the stockholders present in person or by proxy at such meeting and entitled to vote thereon, a quorum being present. Unless demanded by a stockholder present in person or by proxy at any meeting and entitled to vote thereon, the vote on any question need not be by ballot. Upon a demand by any such stockholder for a vote by ballot upon any question, such vote by ballot shall be taken. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

2.8 Inspection.

The chairman of the meeting may at any time appoint one or more inspectors to serve at any meeting of the stockholders. Any inspector may be removed, and a new inspector or inspectors appointed, by the Board at any time. Such inspectors shall decide upon the qualifications of voters, accept and count votes, declare the results of such vote, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively. The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than a vote for or against his election to any position with the Corporation or on any other matter in which he may be directly interested. Before acting as herein provided, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of his ability.

2.9 List of Stockholders.

It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of its stock ledger to prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to any such meeting, during ordinary business hours, for a period of at least 10 days prior to such meeting, either at a place within the city where such meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. Such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

2.10 Stockholders’ Consent in Lieu of Meeting.

Any action required by the Delaware Statute to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, by a consent in writing, as permitted by the Delaware Statute.

ARTICLE III

BOARD OF DIRECTORS

3.1 General Powers.

The business, property and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.

3.2 Number and Term of Office.

The number of directors shall be fixed from time to time by the Board. Directors need not be stockholders. Each director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

3.3 Election of Directors.

At each meeting of the stockholders for the election of directors at which a quorum is present, the persons receiving the greatest number of votes, up to the number of directors to be elected, of the stockholders present in person or by proxy and entitled to vote thereon shall be the directors; provided, however, that for purposes of such vote no stockholder shall be allowed to cumulate his votes. Unless an election by ballot shall be demanded as provided in Section 2.7 of Article II, election of directors may be conducted in any manner approved at such meeting.

3.4 Resignation, Removal and Vacancies.

Any director may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the shares then entitled to vote at an election of directors or by written consent of the stockholders pursuant to Section 2.10 of Article II.

Vacancies occurring on the Board for any reason may be filled by vote of the stockholders or by the stockholders’ written consent pursuant to Section 2.10 of Article II, or by vote of the Board or by the directors’ written consent pursuant to Section 3.6 of this Article III. If the number of directors then in office is less than a quorum, such vacancies may be filled by a vote of a majority of the directors then in office.

3.5 Meetings.

(a) Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.6 of this Article III.

(b) Other Meetings. Other meetings of the Board shall be held at such times and places as the Board, the Chairman, the President or any director shall from time to time determine.

(c) Notice of Meetings. Notice shall be given to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director, addressed to him at his residence or usual place of business, at least two days before the date on which such meeting is to be held, or shall be sent to him at such place by telegraph, cable, wireless or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

(d) Place of Meetings. The Board may hold its meetings at such place or places within or outside the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof.

(e) Quorum and Manner of Acting. A majority of the total number of directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these By-laws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(i) the Chairman;

(ii) the President (if a director); or

(iii) any director designated by a majority of the directors present.

The Secretary or, in the case of his absence, an Assistant Secretary, if an Assistant Secretary has been appointed and is present, or any person whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

3.6 Directors’ Consent in Lieu of Meeting.

Any action required or permitted to be taken at any meeting of the Board 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 all the directors then in office and such consent is filed with the minutes of the proceedings of the Board.

3.7 Action by Means of Conference Telephone or Similar Communications Equipment.

Any one or more members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

3.8 Committees.

The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more directors of the Corporation, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time.

ARTICLE IV

OFFICERS

4.1 Executive Officers.

The principal officers of the Corporation shall be a Chairman, if one is appointed (and any references to the Chairman shall not apply if a Chairman has not been appointed), a President, a Secretary and a Treasurer, and may include such other officers as the Board may appoint pursuant to Section 4.3 of this Article IV. Any two or more offices may be held by the same person.

4.2 Authority and Duties.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent so provided, by the Board.

4.3 Other Officers.

The Corporation may have such other officers, agents and employees as the Board may deem necessary, including one or more Assistant Secretaries, one or more Assistant Treasurers and one or more Vice Presidents, each of whom shall hold office for such period, have such authority and perform such duties as the Board, the Chairman or the President may from time to time determine. The Board may delegate to any principal officer the power to appoint and define the authority and duties of, or remove, any such officers, agents or employees.

4.4 Term of Office, Resignation and Removal.

All officers shall be elected or appointed by the Board and shall hold office for such term as may be prescribed by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or until his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties.

Any officer may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified, at the time it is accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective.

All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the stockholders of the Corporation with or without cause.

4.5 Vacancies.

If the office of Chairman, President, Secretary or Treasurer becomes vacant for any reason, the Board shall fill such vacancy, and if any other office becomes vacant, the Board may fill such vacancy. Any officer so appointed or elected by the Board shall serve only until such time as the unexpired term of his predecessor shall have expired, unless reelected or reappointed by the Board.

4.6 The Chairman.

The Chairman shall give counsel and advice to the Board and the officers of the Corporation on all subjects concerning the welfare of the Corporation and the conduct of its business and shall perform such other duties as the Board may from time to time determine. Unless otherwise determined by the Board, he shall preside at meetings of the Board and of the Stockholders at which he is present.

4.7 The President.

Unless otherwise determined by the Board, the President shall be the chief executive officer of the Corporation. The President shall have general and active management and control of the business and affairs of the Corporation subject to the control of the Board and shall see that all orders and resolutions of the Board are carried into effect. The President shall from time to time make such reports of the affairs of the Corporation as the Board of Directors may require and shall perform such other duties as the Board may from time to time determine.

4.8 The Secretary.

The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose. He may give, or cause to be given, notice of all meetings of the stockholders and of the Board, and shall perform such other duties as may be prescribed by the Board, the Chairman or the President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or, if appointed, an Assistant Secretary or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct, and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President.

4.9 The Treasurer.

The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, shall render to the Chairman, President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation and shall perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President.

ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1 Execution of Documents.

The Board shall designate, by either specific or general resolution, the officers, employees and agents of the Corporation who shall have the power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation; unless so designated or expressly authorized by these By-laws, no officer, employee or agent shall have any power or authority to bind the Corporation by any contract or engagement, to pledge its credit or to render it liable pecuniarily for any purpose or amount.

5.2 Deposits.

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or Treasurer, or any other officer of the Corporation to whom power in this respect shall have been given by the Board, shall select.

The Board shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent with respect to such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its powers and rights.

ARTICLE VI

SHARES AND THEIR TRANSFER; FIXING RECORD DATE

6.1 Certificates for Shares.

Every owner of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares owned by him in the Corporation, which shall be in such form as shall be prescribed by the Board. Certificates shall be numbered and issued in consecutive order and shall be signed by, or in the name of, the Corporation by the Chairman, the President or any Vice President, and by the Treasurer (or an Assistant Treasurer, if appointed) or the Secretary (or an Assistant Secretary, if appointed). In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate had not ceased to be such officer or officers of the Corporation.

6.2 Record.

A record in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the Corporation shall be deemed the owner thereof for all purposes regarding the Corporation.

6.3 Transfer and Registration of Stock.

The transfer of stock and certificates which represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time.

Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares properly endorsed or accompanied by a stock power duly executed.

6.4 Addresses of Stockholders.

Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to him, and, if any stockholder shall fail to designate such address, corporate notices may be served upon him by mail directed to him at his post-office address, if any, as the same appears on the share record books of the Corporation or at his last known post-office address.

6.5 Lost, Destroyed and Mutilated Certificates.

The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

6.6 Regulations.

The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

6.7 Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall be not more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the Delaware Statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by the Delaware Statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VII

SEAL

The Board may provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation, the year of incorporation of the Corporation and the words and figures “Corporate Seal - Delaware.”

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year unless otherwise determined by the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

9.1 Indemnification.

(a) As provided in the Certificate, to the fullest extent permitted by the Delaware Statute as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for breach of fiduciary duty as a director.

(b) Without limitation of any right conferred by paragraph (a) of this Section 9.1, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer or employee and shall inure to the benefit of the indemnitee’s heirs, testators, intestates, executors and administrators; provided, however, that such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to a criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided further, however, that no indemnification shall be made in the case of an action, suit or proceeding by or in the right of the Corporation in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such director, officer, employee or agent is liable to the Corporation, unless a court having jurisdiction shall determine that, despite such adjudication, such person is fairly and reasonably entitled to indemnification; provided further, however, that, except as provided in Section 9.1(c) of this Article IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) initiated by such indemnitee was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware Statute requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

(c) If a claim under Section 9.1(b) of this Article IX is not paid in full by the Corporation with 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of any undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware Statute. Neither the failure of the Corporation (including the Board, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware Statute, nor an actual determination by the Corporation (including the Board, independent legal counsel or the stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation.

(d) The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Charter, agreement, vote of stockholders or disinterested directors or otherwise.

9.2 Insurance.

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation or any person who is or was serving at the request of the Corporation as a director, officer, employer or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware Statute.

ARTICLE X

AMENDMENT

Any by-law (including these By-laws) may be adopted, amended or repealed by the vote of the holders of a majority of the shares then entitled to vote or by the stockholders’ written consent pursuant to Section 2.10 of Article II, or by the vote of the Board or by the directors’ written consent pursuant to Section 3.6 of Article III.

* * * * *

Collective Wisdom Technologies, INC.

Incorporated under the laws

 of the State of Delaware

BY-LAWS

As adopted on April 11, 2018

Exhibit 6.3

Tuesday, April 24^th, 2018

Mr. Byron L. Bennett

New York, NY

Re: Offer of Employment

Dear Byron,

Thank you for your interest in joining the Collective Wisdom Technologies team.

Collective Wisdom Technologies, Inc. (the “Company”) is pleased to offer you the full time position of Chief Executive Officer reporting to the Board of Directors.

Your start date under this offer letter will be January 1^st, 2018 or some such other date as mutually agreed upon by you and the Board of Directors.

Your stipend will be $2,500/m until the company has secured at least $1,000,000 in funding and can pay full salaries.

Your full salary will be $150,000 per year for the 1st year, payable in accordance with the Company’s standard payroll schedule, and $250,000 per year for the 2^nd and 3^rd years.

As an employee of the Company, you will be eligible to participate in the employee benefit plans offered generally to employees, which will include medical and dental benefits.

We hope that you will accept our offer to join Collective Wisdom Technologies, Inc.

You may indicate your agreement with these terms and accept this offer by signing, dating and returning the letter to me.

This offer, if not accepted, will expire at the close of business on April 27^th, 2018.

Sincerely,

The undersigned hereby accepts employment with Collective Wisdom Technologies, Inc. on the terms and conditions set forth above.

Exhibit 6.4

Tuesday, April 24^th, 2018

Mr. Barrett Hicken

Salt Lake City, UT

Re: Offer of Employment Dear Barrett,

Thank you for your interest in joining the Collective Wisdom Technologies team.

Collective Wisdom Technologies, Inc. (the “Company”) is pleased to offer you the full time position of Chief Operating Officer reporting to Byron L. Bennett, Chief Executive Officer.

Your start date under this offer letter will be on or around June 1st, 2018 or some such other date as mutually agreed upon by you and the Chief Executive Officer, after the company has secured at least $1,000,000 in funding.

Your full salary will be $140,000 per year for the 1st year, payable in accordance with the Company’s standard payroll schedule, and $240,000 per year for the 2^nd and 3^rd years.

As an employee of the Company, you will be eligible to participate in the employee benefit plans offered generally to employees, which will include medical and dental benefits.

We hope that you will accept our offer to join Collective Wisdom Technologies, Inc.

You may indicate your agreement with these terms and accept this offer by signing, dating and returning the letter to me.

This offer, if not accepted, will expire at the close of business on April 27^th, 2018.

Sincerely,

/s/ Byron L. Bennett

Byron L. Bennett

Chief Executive Officer

The undersigned hereby accepts employment with Collective Wisdom Technologies, Inc. on the terms and conditions set forth above.

/s/ Barrett Hicken

Barrett Hicken 

Exhibit 6.5

Saturday, May 26^th, 2018

Ms. Carol E. Robbins

New York, NY

Re: Offer of Employment

Dear Carol,

Thank you for your interest in joining the Collective Wisdom Technologies team.

Collective Wisdom Technologies, Inc. (the “Company”) is pleased to offer you the full-time position of Chief Marketing Officer reporting to Byron L. Bennett, Chief Executive Officer.

Your start date under this offer letter will be on or around June 1^st, 2018 or some such other date as mutually agreed upon by you and the Chief Executive Officer. At all times, your employment with the Company will be at-will, as this letter agreement shall not be considered a contract of employment fora particular period of time or guaranteeing employment.

Your stipend will be $2,500/month until the company has secured at least $1,000,000 in funding and can pay full salaries.

Your full salary will be $140,000 per year for the 1^st year, payable in accordance with the Company’s standard payroll schedule, and $240,000 per year for the 2^nd and 3^rd years. The accrual of the first year shall begin upon the commencement of your employment, June 1, 2018.

You will also receive a 3% equity stake in the Company vested evenly over 2 years (vesting 1.5% each year). The board at its discretion may determine to award additional bonuses based on performance and company profitability. The accrual of the first year shall begin upon the commencement of your employment, June 1, 2018. Notwithstanding the foregoing, your equity interest in the Company will be more fully set forth in a shareholder’s equity agreement which will follow this agreement.

As an employee of the Company, you will get 4 weeks paid vacation and be eligible to participate in the employee benefit plans offered generally to employees, which will include medical and dental benefits.

The Company will reimburse all expenses incurred by you on behalf of the Company that are agreed to in advance.

Confidentiality

“Confidential Information” shall mean confidential or other proprietary information received or accessed by you that is generated by or utilized in the operations of the Company including, without limitation, trade secrets, business strategies, business and product plans, customer lists, referral sources, identification of strategic partners, developments and ideas leading to developments of any kind, methodologies and other confidential business and technical information. Confidential Information shall not include information which becomes public knowledge without any action by, or involvement of, you.

You agree that the Confidential Information is the Company’s exclusive property and shall not be used, copied or removed from the Company’s premises except for the Company business. You will not, without Company’s prior written permission, disclose to anyone outside of the Company or use for any purpose other than the Company’s business, either during or after the term of this Agreement, any Confidential Information. Upon termination of this Agreement, you will return all copies of any Confidential Information to the Company.

Further, you will hold all third-party confidential or proprietary information in the strictest confidence and do all things necessary for the Company to comply with the provisions of all contracts to which the Company is a party. You will not disclose to the Company, use in the Company’s business, or cause the Company to use, any information or material which is confidential to others and which the Company has not been authorized to use. Specifically, you certify that you have not disclosed, and covenants that you will not disclose, to the Company any confidential or proprietary information belonging to your prior or current employers and that the Company does not want to receive, and you shall not disclose to the Company at any time, such confidential or proprietary information.

No Non-Competes

By executing this Agreement you represent that you do not have any currently binding agreement that restricts your ability to work for the Company or otherwise restricts you in any way from freely performing the Services outlined herein

Miscellaneous

With respect to the subject matter of this Agreement, this is the entire agreement between you and the Company, and supersedes all previous oral or written understandings or agreements between you and the Company. No waiver or modification of any provision of this Agreement shall be effective unless signed by both the Company and you. This Agreement shall be governed by the laws of the State of New York without regard to any conflicts of laws rules.

If any provision of this Agreement is or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable and the remainder of this Agreement shall remain in full force and effect.

I will maintain my relationship with the investment bank Mid-Market Securities LLC, which primarily involves a conference call every other week and occasionally developing pitch books or other marketing materials used by the Bankers. The firm has a broker/dealer and holds my FINRA registrations Series 7, 63, and 24.

The parties agree that a breach of this Agreement by you would result in irreparable harm to you and/or the Company. Accordingly, you and/or the Company may enforce the terms of this Agreement by injunction, specific performance or other equitable relief without prejudice to you and/or the Company’s other rights and remedies under this Agreement.

Either party may terminate this contract for cause as defined by the State of New York. Arbitration of this agreement shall be done through the State of New York. The Company will bear the costs and expenses incurred with the filing fees and arbitrator’s fees. Each party will be solely responsible for their own counsel fees. However, in the discretion of the arbitrator, the prevailing party may be entitled to reimbursement from the other for reasonable counsel fees and expenses incurred.

In the event you are terminated for cause, you will not be entitled to severance. In the event termination is determined to be without cause, you will be given 6 month’s severance at the compensation rate in effect at the time of termination and continued benefits, including but not limited to medical and dental. Severance shall be payable in one-lump sum. You maybe terminated at any time for “Cause” (defined below) by written notice to you setting forth in reasonable detail the nature of the Cause, and, in such event, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay you, or you heirs and assigns, your base salary and benefits, and reimbursable expenses owing to you through the date of such termination, “Cause” for Termination shall include the following conduct of the Employee:

1.       Breach of any material provision of this agreement by you, which breach has not been cured by the you after having been given thirty (30) calendar days’ written notice of such breach provided, however, that only two (2) such notices shall be required in any twelve (12) month period;

2.        Material neglect or refusal to perform the duties, responsibilities and obligations assigned to you under or pursuant to this agreement, which neglect or refusal has not been cured by you after having been given five (5) calendar days’ written notice of such breach provided, however, that only one (1) such notice shall be required in any twelve (12) month period;

3.        Misconduct as an employee of the Company, including but not limited to, misappropriating funds or property of the Company, violating any written policy of the Company including violating any material written policy of the Company; any attempt to obtain any personal profit from any transaction in which you have an interest that is adverse to the Company or any breach of the duty of loyalty to the Company; or any other act or omission by you which substantially impairs the Company’s ability to conduct its ordinary business in its usual manner;

4.        Conviction of a felony or plea of guilty or nolo contendre to a felony, in either case, other than in relation to operation of a motor vehicle;

5.        Acts of dishonesty by you that is materially detrimental to the Company or that cause the Company to be in violation of governmental regulations that subject the Company either to sanctions by governmental authority or to civil liability to its employees or third parties; or

6.        Disclosure or use of Confidential Information of the Company, other than as specifically authorized and required in the performance of your duties.

The Company shall defend, indemnify, and hold you harmless from and against any liability, suits, claims, losses, damages and judgments against you arising out of this Agreement or the business affairs of the Company, provided that Employee promptly notifies the Company of any and all such claims and provided that the Company is given control over the defense of any and all such claims, including claims related to the tax treatment of compensation paid by the Company to you. The provisions of this paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have the obligation to so indemnify you against liability, suits, claims, losses, damages and judgments against you arising from any intentional, grossly negligent or reckless action.

We are excited about the future of the Company and look forward to your help moving forward. We hope that you will accept our offer to join Collective Wisdom Technologies, Inc. You may indicate your agreement with these terms and accept this offer by signing, dating and returning the letter to me.

This offer, if not accepted, will expire at the close of business on May 30^th, 2018.

Sincerely,

Byron L. Bennett

Chief Executive Officer

The undersigned hereby accepts employment with Collective Wisdom Technologies, Inc. on the terms and conditions set forth above.

Carol E. Robbins

3

Exhibit 6.6

Monday, May 7^th, 2018

Mr. Robert Wald

Re: Offer of Employment

Dear Robert,

Thank you for your interest in joining the Collective Wisdom Technologies team.

Collective Wisdom Technologies, Inc. (the “Company”) is pleased to offer you the full-time position of Chief Technology Officer reporting to Byron L. Bennett, Chief Executive Officer.

Your start date under this offer letter will be on or around May 1^st, 2018 or some such other date as mutually agreed upon by you and the Chief Executive Officer. At all times, your employment with the Company will be at-will, as this letter agreement shall not be considered a contract of employment for a particular period of time or guaranteeing employment.

Your stipend will be $6,000/month until the company has secured at least $1,000,000 in funding and can pay full salaries.

Your full salary will be $140,000 per year for the 1st year, payable in accordance with the Company’s standard payroll schedule, and $240,000 per year for the 2^nd and 3^rd years. The accrual of the first year shall begin upon the commencement of your employment, May 1, 2018.

You will also receive a 5% equity stake in the Company pre-funding vested evenly over 2 years (vesting 2.5% each year). The board at its discretion may determine to award additional bonuses based on performance and company profitability. The accrual of the first year shall begin upon the commencement of your employment, May 1, 2018. Notwithstanding the foregoing, your equity interest in the Company will be more fully set forth in a shareholder’s equity agreement which will follow this agreement.

As an employee of the Company, you will get 4 weeks paid vacation, 5 paid sick days and 3 paid personal days and be eligible to participate in the employee benefit plans offered generally to employees, which will include medical and dental benefits.

The Company will reimburse all expenses incurred by you on behalf of the Company. Expenses above $500 must be agreed to in advance.

Confidentiality

“Confidential Information” shall mean confidential or other proprietary information received or accessed by you that is generated by or utilized in the operations of the Company including, without limitation, trade secrets, business strategies, business and product plans, customer lists, referral sources, identification of strategic partners, financing sources, developments and ideas leading to developments of any kind, methodologies and other confidential business and technical information. Confidential Information shall not include information which becomes public knowledge without any action by, or involvement of, you.

You agree that the Confidential Information is the Company’s exclusive property and shall not be used, copied or removed from the Company’s premises except for the Company business. You will not, without Company’s prior written permission, disclose to anyone outside of the Company or use for any purpose other than the Company’s business, either during or after the term of this. Agreement, any Confidential Information. Upon termination of this Agreement, you will return all copies of any Confidential Information to the Company.

Further, you will hold all third-party confidential or proprietary information in the strictest confidence and do all things necessary for the Company to comply with the provisions of all contracts to which the Company is a party. You will not disclose to the. Company, use in the Company’s business, or cause the Company to use, any information or material which is confidential to others and which the Company has not been authorized to use Specifically, you certify that you have not disclosed, and covenants that you will not disclose, to the Company any confidential or proprietary information belonging to your prior or current employers and that the. Company does not want to receive, and you shall not disclose to the Company at any time, such confidential or proprietary information.

No Non-Competes

By executing this Agreement you represent that you do not have any currently binding agreement that restricts your ability to work for the Company or otherwise restricts you in any way from freely performing the Services outlined herein.

Miscellaneous

With respect to the subject matter of this Agreement, this is the entire agreement between you and the Company, and supersedes all previous oral or written understandings or agreements between you and the Company. No waiver or modification of any provision of this Agreement shall be effective unless signed by both the Company and you This Agreement shall be governed by the laws of the State of New York without regard to any conflicts of laws rules.

If any provision of this Agreement is or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable and the remainder of this Agreement shall remain in full force and effect.

The parties agree that a breach of this Agreement by you would result in irreparable harm to you and/or the Company. Accordingly, you and/or the Company may enforce the terms of this Agreement by injunction, specific performance or other equitable relief without prejudice to you and/or the Company’s other rights and remedies under this Agreement.

Either party may terminate this contract for cause as defined by the State of New York. Arbitration of this agreement shall be done through the State of New York. The Company will bear the costs and expenses incurred with the filing fees and arbitrator’s fees. Each party will be solely responsible for their own counsel fees. However, in the discretion of the arbitrator, the prevailing party may be entitled to reimbursement from the other for reasonable counsel fees and expenses incurred.

In the event you are terminated for cause, you will not be entitled to severance. In the event termination is determined to be without cause, you will be given 6 month’s severance at the compensation rate in effect at the time of termination and continued benefits, including but not limited to medical and dental. Severance shall be payable in one-lump sum. You may be terminated at any time for “Cause (defined below) by written notice to you setting forth in reasonable detail the nature of the Cause, and, in such event, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay you, or you heirs and assigns, your base salary and benefits, and reimbursable expenses owing to you through the date of such termination, “Cause” for Termination shall include the following conduct of the Employee:

1. Breach of any material provision of this agreement by you, which breach has not been cured by the you after having been given thirty (30) calendar days’ written notice of such breach provided, however, that only two (2) such notices shall be required in any twelve (12) month period;

2. Material neglect or refusal to perform the duties, responsibilities and obligations assigned to you under or pursuant to this agreement, which neglect or refusal has not been cured by you after having been given five (5) calendar days’ written notice of such breach provided, however, that only one (1) such notice shall be required in any twelve (12) month period;

3. Misconduct as an employee of the Company, including but not limited to, misappropriating funds or property of the Company, violating any written policy of the Company including violating any material written policy of the Company; any attempt to obtain any personal profit from any transaction in which you have an interest that is adverse to the Company or any breach of the duty of loyalty to the Company; or any other act or omission by you which substantially impairs the Company’s ability to conduct its ordinary business in its usual manner;

4. Conviction of a felony or plea of guilty or nolo contendre to a felony, in either case, other than in relation to operation of a motor vehicle;

5. Acts of dishonesty by you that is materially detrimental to the Company or that cause the Company to be in violation of governmental regulations that subject the Company either to sanctions by governmental authority or to civil liability to its employees or third parties; or

6. Disclosure or use of Confidential Information of the Company, other than as specifically authorized and required in the performance of your duties.

The Company shall defend, indemnify, and hold you harmless from and against any liability, suits, claims, losses, damages and judgments against you arising out of this Agreement or the business affairs of the Company, provided that Employee promptly notifies the Company of any and all such claims and provided that the Company is given control over the defense of any and all such claims, including claims related to the tax treatment of compensation paid by the Company to you. The provisions of this paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have the obligation to so indemnify you against liability, suits, claims, losses, damages and judgments against you arising from any intentional, grossly negligent or reckless action.

We are excited about the future of the Company and look forward to your help moving forward. We hope that you will accept our offer to join Collective Wisdom Technologies, Inc.

You may indicate your agreement with these terms and accept this offer by signing, dating and returning the letter to me.

This offer, if not accepted, will expire at the close of business on May 8^th, 2018.

Sincerely,

/s/ Byron L. Bennett

Byron L. Bennett

Chief Executive Officer

The undersigned hereby accepts employment with Collective Wisdom Technologies, Inc. on the terms and conditions set forth above.

/s/ Robert Wald

Robert Wald

3

Exhibit 6.7

Monday, April 30^th, 2018

Mr. Vincent P. Tuzzio Jr.

Re: Offer of Employment

Dear Vinnie,

Thank you for your interest in joining the Collective Wisdom Technologies team.

Collective Wisdom Technologies, Inc. (the “Company”) is pleased to offer you the full time position of Chief Financial Officer reporting to Byron L. Bennett, Chief Executive Officer.

Your start date under this offer letter will be on or around May 1^st, 2018 or some such other date as mutually agreed upon by you and the Chief Executive Officer. At all times, your employment with the Company will be at-will, as this letter agreement shall not be considered a contract of employment for a particular period of time or guaranteeing employment.

Your stipend will be $2,500/month until the company has secured at least $1,000,000 in funding and can pay full salaries. The $1,000,000 in funding shall include any seed funding.

Your full salary will be $140,000 per year for the 1^st year, payable in accordance with the Company’s standard payroll schedule, and $225,000 per year for the 2^nd and 3^rd years. The accrual of the first year shall begin upon the commencement of your employment, May 1, 2018.

You will also receive a 3% equity stake in the Company vested evenly over 2 years (vesting 1.5% each year). The board at its discretion may determine to award additional bonuses based on performance and company profitability. The accrual of the first year shall begin upon the commencement of your employment, May 1, 2018. Notwithstanding the foregoing, your equity interest in the Company will be more fully set forth in a shareholder’s equity agreement which will follow this agreement.

As an employee of the Company, you will get 3 weeks paid vacation and be eligible to participate in the employee benefit plans offered generally to employees, which will include medical and dental benefits. The employee is eligible to receive 3 weeks vacation in the first year of employment.

The Company will reimburse all expenses incurred by you on behalf of the Company that are agreed to in advance. Confidentiality

“Confidential Information” shall mean confidential or other proprietary information received or accessed by you that is generated by or utilized in the operations of the Company including, without limitation, trade secrets, business strategies, business and product plans, customer lists, referral sources, identification of strategic partners, financing sources, developments and ideas leading to developments of any kind, methodologies and other confidential business and technical information. Confidential Information shall not include information which becomes public knowledge without any action by, or involvement of, you.

You agree that the Confidential Information is the Company’s exclusive property and shall not be used, copied or removed from the Company’s premises except for the Company business. You will not, without Company’s prior written permission, disclose to anyone outside of the Company or use for any purpose other than the Company’s business, either during or after the term of this Agreement, any Confidential Information. Upon termination of this. Agreement, you will return all copies of any Confidential Information to the Company.

Further, you will hold all third-party confidential or proprietary information in the strictest confidence and do all things necessary for the Company to comply with the provisions of all contracts to which the Company is a party. You will not disclose to the Company, use in the Company’s business, or cause the Company to use, any information or material which is confidential to others and which the Company has not been authorized to use. Specifically, you certify that you have not disclosed, and covenants that you will not disclose, to the. Company any confidential or proprietary information belonging to your prior or current employers and that the Company does not want to receive, and you shall not disclose to the Company at anytime, such confidential or proprietary information.

No Nan-Competes

By executing this Agreement you represent that you do not have any currently binding agreement that restricts your ability to work for the Company or otherwise restricts you in any way from freely performing the Services outlined herein.

Miscellaneous

With respect to the subject matter of this. Agreement, this is the entire agreement between you and the Company, and supersedes all previous oral or written understandings or agreements between you and the Company. No waiver or modification of any provision of this Agreement shall be effective unless signed by both the Company and you. This Agreement shall be governed by the laws of the State of New York without regard to any conflicts of laws rules.

If any provision of this Agreement is or is deemed to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable and the remainder of this Agreement shall remain in full force and effect.

The parties agree that a breach of this Agreement by you would result in irreparable harm to you and/or the Company. Accordingly, you and/or the Company may enforce the terms of this Agreement by injunction, specific performance or other equitable relief without prejudice to you and/or the Company’s other rights and remedies under this Agreement.

Either party may terminate this contract for cause as defined by the State of New York. Arbitration of this agreement shall be done through the State of New York. The. Company will bear the costs and expenses incurred with the filing fees and arbitrator’s fees. Each party will be solely responsible for their own counsel fees. However, in the discretion of the arbitrator, the prevailing party may be entitled to reimbursement from the other for reasonable counsel fees and expenses incurred.

In the event you are terminated for cause, you will not be entitled to severance. In the event termination is determined to be without cause, you will be given 6 month’s severance at the compensation rate in effect at the time of termination and continued benefits, including but not limited to medical and dental. Severance shall be payable in one-lump sum. You may be terminated at any time for “Cause” (defined below) by written notice to you setting forth in reasonable detail the nature of the Cause, and, in such event, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay you, or you heirs and assigns, your base salary and benefits, and reimbursable expenses owing to you through the date of such termination, “Cause” for Termination shall include the following conduct of the Employee:

1.       Breach of any material provision of this agreement by you, which breach has not been cured by the you after having been given thirty (30) calendar days’ written notice of such breach provided, however, that only two (2) such notices shall be required in any twelve (12) month period;

2.       Material neglect or refusal to perform the duties, responsibilities and obligations assigned to you under or pursuant to this agreement, which neglect or refusal has not been cured by you after having been given five (5) calendar days’ written notice of such breach provided, however, that only one (1) such notice shall be required in any twelve (12) month period;

3.       Misconduct as an employee of the Company, including but not limited to, misappropriating funds or property of the Company, violating any written policy of the Company including violating any material written policy of the Company; any attempt to obtain any personal profit from any transaction in which you have an interest that is adverse to the Company or any breach of the duty of loyalty to the Company; or any other act or omission by you which substantially impairs the Company’s ability to conduct its ordinary business in its usual manner;

4.       Conviction of a felony or plea of guilty or nolo contendre to a felony, in either case, other than in relation to operation of a motor vehicle;

5.       Acts of dishonesty by you that is materially detrimental to the Company or that cause the Company to be in violation of governmental regulations that subject the Company either to sanctions by governmental authority or to civil liability to its employees or third parties; or

6.       Disclosure or use of Confidential Information of the Company, other than as specifically authorized and required in the performance of your duties.

The Company shall defend, indemnify, and hold you harmless from and against any liability, suits, claims, losses, damages and judgments against you arising out of this Agreement or the business affairs of the Company, provided that Employee promptly notifies the Company of any and all such claims and provided that the Company is given control over the defense of any and all such claims, including claims related to the tax treatment of compensation paid by the Company to you. The provisions of this paragraph shall survive the termination of this Agreement. Notwithstanding the foregoing, the Company shall not have the obligation to so indemnify you against liability, suits, claims, losses, damages and judgments against you arising from any intentional, grossly negligent or reckless action.

We are excited about the future of the Company and look forward to your help moving forward. We hope that you will accept our offer to join Collective Wisdom Technologies, Inc.

You may indicate your agreement with these terms and accept this offer by signing, dating and returning the letter to me. This offer, if not accepted, will expire at the close of business on May 4^th, 2018.

Sincerely,

The undersigned hereby accepts employment with Collective Wisdom Technologies, Inc. on the terms and conditions set forth above.

3

Exhibit 11

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Statement on Form 1-A of our independent auditors’ report dated June 21, 2018 on our audit related to the financial statements of Collective Wisdom Technologies Inc., which comprise the balance sheet as of April 30, 2018, and the related statement of operations, stockholders’ deficit, and cash flows for the period from April 11, 2018 (“Inception”) to April 30, 2018, and the related notes to the financial statements.

Very truly yours,

/s/ dbbmckennon

dbbmckennon 

Newport Beach, California

June 21, 2018