PRELIMINARY OFFERING CIRCULAR DATED MARCH 14, 2024

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PLANET WEALTH, INC.

300 NW B Street, Suite 1

Bentonville, AR 72712

(479) 755-3460

THIS REGULATION A TIER 2 OFFERING CONSISTS OF UP TO 2,000,000 SHARES OF COMMON STOCK, INCLUDING 1,872,300 SHARES OF COMMON STOCK TO BE SOLD BY THE COMPANY AND 127,700 SHARES OF COMMON STOCK TO BE SOLD BY THE SELLING SHAREHOLDERS (THE “OFFERING”)

SEE “DESCRIPTION OF CAPITAL STOCK” AT PAGE 30.

The Offering will commence within two calendar days after this offering circular has been qualified by the Securities and Exchange Commission. There is no minimum number of Shares that we must sell in order to conduct a closing in this Offering. If fewer than 2 million of the Shares are sold in the Offering, the Shares sold in the Offering will be allocated pro rata between the Company Shares and the Selling Shareholder Shares. The Offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the Offering is terminated by the Company at its sole discretion. At least every 12 months after this Offering has been qualified by the Securities and Exchange Commission, the Company will file a post-qualification amendment to include the Company’s recent financial statements.

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

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

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

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

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

TABLE OF CONTENTS

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

NOTE REGARDING REVERSE STOCK SPLIT

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

TERMS USED IN THE OFFERING CIRCULAR

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

The “Offered Shares” refers to the aggregate of 2,000,000 Shares being offered in this Offering Circular, including 1,872,300 Shares being offered by the Company and 127,700 Shares being offered by the Selling Shareholders.

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

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

RISK FACTORS

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

RISKS ASSOCIATED WITH THE COMPANY’S BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Management of our initial marketing program has been entrusted to a company owned by one of our founders, whose abilities in that regard will determine the success of our business roll-out.

Planet Wealth has entered into an agreement with 148 Ventures, which provides for 148 Ventures to strategize, supervise and implement the Planet Wealth marketing program until the first anniversary of the date of this Offering Circular, subject to renewal by Planet Wealth for up to two additional years. In compensation for its services, Planet Wealth will pay to 148 Ventures ten percent of its net revenue while 148 Ventures manages its marketing and for the two subsequent years. In addition, Planet Wealth and 148 Ventures have agreed that they will function until January 31, 2030 as “Affiliate Resellers”, each marketing products and services bundled with products and services developed by the other.

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

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

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

Our goal at Planet Wealth is to make investment on Planet Wealth as safe or safer than investment on Wall Street, by providing our Members access to the kind of investments that Wall Street denies them. It is inevitable, however, that the financial press will identify Planet Wealth as yet another advocate for the democratization of finance, and will associate our efforts with those of Robinhood and others that have been characterized as the “gamification of finance” due to the levels of risk that are facilitated. This association, if it becomes widespread, could overwhelm our own messaging about the advantages of Planet Wealth. If such a mischaracterization of our business were to occur, it could limit our ability to make membership in Planet Wealth attractive throughout the middle class.

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

In 2019, the Company entered into an Advisory Agreement with Rising Three LLC, a holding company owned by two technicians who had, from June 2018 until June 2019, served as officers and directors of Planet Wealth. The Advisory Agreement required that the owners of Rising Three provide technical assistance in the development of the Company’s software. As part of the compensation for such services, Planet Wealth agreed to pay Rising Three four percent of net sales by the Company through December 31, 2024. The Company has subsequently asserted that Rising Three is not entitled to payment of the royalty on sales because it failed to satisfy its obligations under the Advisory Agreement. If it should occur, however, that Rising Three successfully asserts a claim to receive the royalty, the payments would reduce any profitability that the Company experiences through 2024.

RISKS RELATED TO THIS OFFERING AND/OR THE COMPANY’S COMMON STOCK

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

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

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

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

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

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

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

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

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

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

Although we are offering Planet Wealth shares in this Offering Circular for $7.50 each, it is possible that the market price, once our common stock is listed, could be less than $5.00. For the reasons described above, brokers are often less willing to execute transactions in securities subject to the “penny stock” rules. Classification of our common stock as a penny stock, therefore, could make it more difficult for investors to dispose of the Company’s common stock and may adversely influence the market value of its stock.

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

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

This business plan implies that the holders of our common stock should not anticipate receiving any dividend payments during the foreseeable future. It is also relevant that we have committed to pay dividends to the holders of our Series B, C, D and G Preferred Stock. The aggregate dividends payable to the holders of our Preferred Stock will equal 26.41% of the adjusted gross income we generate. Those Preferred Stock dividends will significantly reduce our net cash flow, and make it more unlikely that dividends will be paid on the Common Stock.

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

The price per share sold in this Offering will be substantially higher than the book value per share of our common stock. Therefore, you will incur immediate and substantial dilution in the net tangible book value of the common stock you purchase in this offering. After giving effect to the assumed sale by us of the maximum of 1,872,300 shares of our common stock at a public offering price of $7.50 per share, and after deducting the estimated maximum offering expenses payable by us, which we estimate will be approximately $500,000, you will suffer immediate and substantial dilution of $7.08 per share in the pro forma net tangible book value of the common stock you purchase in this offering. For a further description of the dilution that you will experience immediately after this offering, see “Dilution” on page 14.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription purchase agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.

Investors in this offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription purchase agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If you bring a claim against the company in connection with matters arising under the subscription agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the company’s securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

USE OF PROCEEDS

The Company and the Selling Shareholders are offering for sale in this Offering a total of 2,000,000 Shares at a price of $7.50 per Share. Since 6⅜% of the sales made in this Offering will be allocated to Offering Shares sold by the Selling Shareholders, the maximum gross proceeds that the Company may realize from the sale of Offering Shares will be $14,042,250. Assuming that we sell the maximum number of shares of common stock being offered pursuant to this Offering Circular, we estimate that we will incur offering expenses, primarily marketing expenses, totaling approximately $500,000, resulting in net proceeds realized by the Company of approximately $13,542,250. Our estimate of offering costs is an estimate only, and the actual offering costs may differ significantly from those anticipated by management.

We currently intend to use the largest portion of the proceeds we receive from this offering to market membership in Planet Wealth. The marketing program that we have developed consists, almost exclusively, of a multi-tiered array of online solicitations designed to funnel individuals with an interest in entrepreneurial activity towards our Planet Wealth Community. See: “Our Business: Forming the Community.” Information regarding our plans for database acquisition and organization of an advertising agency, as well as other growth of our Company that we have planned, is set forth in “Our Business”.

The following table sets forth our anticipated uses of proceeds assuming gross proceeds from the Offering of $7,500,000 and $15,000,000. “Gross Proceeds to the Company” reflects the allocation of 6⅜% of the Gross Proceeds of the Offering to the Selling Shareholders. “Working Capital” includes the expense of recruiting and compensating management and staff until revenues are sufficient, as well as the administrative expenses that initiation of our business operations will entail.

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

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

DETERMINATION OF OFFERING PRICE

Since our common stock is not listed or quoted on any exchange or quotation system, the offering price of the Offering Shares of common stock was determined by our management. The price of $7.50 per share does not bear any direct relationship to any standard measure of business value. The value of our Company cannot be determined with any reasonable assurance until we commence revenue-generating operations that demonstrate the potential of our operations for yielding income.

The primary factor that management considered in determining the offering price was the recent sales of our common stock: in December 2023 we sold 11,250,000 shares for $.40 per share to a family office with no prior relationship to the Company; then in January 2024 we sold 2,857,143 shares for $1.75 per share to a family office affiliated with the prior purchaser. The $9.5 million raised from those sales eliminated the risk that Planet Wealth would be unable to initiate operations due to a lack of working capital, and the increase from one transaction to the next suggested that increases in the Company’s liquidity increased the value of the Company’s common stock. Management, therefore, noting that the December contribution of $4.5 million had led to a 438% increase in the sale price of Planet Wealth stock, chose $7.50, a 429% increase over the previous $1.75 sale price as the price for this offering.

Investors should be aware that, until Planet Wealth commences operations, estimates as to its value are speculative, based on an unproven assumption that Planet Wealth personnel will be successful in using its working capital to achieve revenue. If that assumption proves inaccurate, the market, if and when it develops, may apply a much lower value to Planet Wealth common stock than the offering price stated in this Circular.

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

DILUTION

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

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

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

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

RESULTS OF OPERATIONS

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

The Company has recorded no revenue since its organization, as it has not offered any products or services for sale. Having received capital contributions totaling $9,500,000 during the winter of 2023 – 2024, the Company intends to initiate revenue-generating operations – i.e. to commence solicitation of Members to Planet Wealth – soon after this Offering Circular is qualified. The Company is deferring the launch until the initiation of this offering because its staff is currently small in number and cannot adequately prepare for this offering while supervising the launch of operations.

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

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

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

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

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

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

During the year ended February 28, 2023, in addition to stock-based compensation, the Company incurred $426,253 in cash obligations to employees and consultants, including $180,000 in related party payroll. During the year ended February 28, 2022, the Company incurred $1,639,923 in cash obligations to employees and consultants, including $894,000 in consulting fees to related parties and $340,724 in payroll obligations to executive officers of the Company. Among the reasons that compensation expense was particularly high in the year ended February 28, 2022 was management’s effort to sustain the Company’s business development without interruption by reason of the resignation of Todd Wier from his position as CEO in July 2021. Among the expenditures that the Company undertook in an effort to prevent the change in leadership from interfering with the Company’s drive toward a product launch:

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

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

Personnel expenses for the year ended February 28, 2022, including employee and consulting compensation, software development and marketing, were driven primarily by management’s anticipation that the Company would launch revenue-producing operations during the 2023 fiscal year. To meet that schedule, the Company incurred the management fees listed above, invested heavily in finalizing the build-out of the Planet Wealth ecosystem, and made sizeable payments to marketing personnel who were preparing for the launch. Despite their efforts, the transition in management resulted in a delay in development of the ecosystem, while the preparations for that launch exhausted the Company’s financial resources. In response to diminished financial resources and the failure to launch revenue-generating operations, the Company significantly reduced its head-count and its expenditures, which resulted in far lower compensation expenditures during the year ended February 28, 2023.

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

LIQUIDITY AND CAPITAL RESOURCES

The Company’s operations during the year ended February 28, 2022 used $3,286,799 in cash. As noted above, cash was expended primarily in an effort to bring the Planet Wealth ecosystem to its launch date: the cash was used to pay management, employees and contractors to finalize the build-out of the ecosystem and to develop a marketing program that would enable rapid growth in Community Membership. Despite that application of cash resources, the Company’s cash balance at February 28, 2022 was 73% greater than its cash balance at February 28, 2021, as proceeds from securities sales, net of amounts used to repurchase securities, exceeded the use of cash during that year.

The failure of the Company to bring the Planet Wealth ecosystem to launch during the year ended February 28, 2023 diminished its ability to raise funds for operations. Having sold equity securities during the year ended February 28, 2022 for total proceeds of $5,845,500, supplemented by $800,000 in proceeds from the sale of debt instruments, during the year ended February 28, 2023, the Company’s efforts to raise capital resulted in only $249,999 from the sale of equity securities and $650,000 from the sale of debt instruments. In the meantime, during the year ended February 28, 2023, for the reasons discussed above, cash used in Company operations fell to $1,324,680; that amount, however, exceeded the proceeds realized by the Company from the sale of its securities. As a result, by the second half of the 2023 fiscal year, the Company lacked the cash resources necessary to initiate revenue-producing operations and its current liabilities payable to non-related parties had increased from $98,416 to $1,130,456..

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

The results of their efforts were:

The effect of these actions on the Company’s liquidity has been positive. Our cash balance increased to $440,045, which enabled us to revive operations. The sales of convertible debt yielded sufficient cash to offset the cash used in operations for the six months ended August 31, 2023. The accumulation of equity-for-debt exchanges reduced the Company’s stockholders’ deficit to a manageable ($1,045,765), which now enables the Company to offer its securities to investors. In December 2023 and January 2024 the Company sold 14,107,143 shares of its common stock to two family offices (Souled Investments, LP and RQM Capital Partners, LLC) for $9,500,000 cash, which will enable the Company to prepare for launch of the Planet Wealth ecosystem while it awaits the proceeds of this Offering.

In Note 2 to our financial statements for the six months ended August 31, 2023 we noted that as of that date the Company’s management had substantial doubt about the Company’s ability to continue as a going concern. That concern mirrored the similar concern expressed by our auditor in its opinion on our financial statements for the year ended February 28, 2023. However, since the issuance of the August 31, 2023 interim financial statements, the Company received capital contributions totaling $9,500,000 from the sale of 14,107,143 shares of its common stock.  As the Company had only $1,519,945 in liabilities as of August 31, 2023, the Company’s management believes that this contribution to working capital has alleviated the substantial doubt concerning the ability of the Company to continue as a going concern.

The more current situation, described in the immediately preceding paragraph, has alleviated management’s substantial doubt regarding the ability of the Company to continue as a going concern.

Application of Critical Accounting Policies

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

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

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

Impact of Accounting Pronouncements

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

OUR BUSINESS

Our Mission

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

We organized Planet Wealth in April 2018 and have spent nearly six years collecting the elements we consider necessary to support our mission. But nothing is assured about our business plan. The Planet Wealth Community has not registered its first member, and Planet Wealth has not recorded its first dollar of revenue. The wisdom of investing in Planet Wealth will only be known after we initiate the Community sometime in 2024 and determine whether Planet Wealth will attract and retain members in the numbers necessary to make membership and, derivatively, ownership valuable. 

Our Opportunity

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

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

We have designed Planet Wealth to serve as the financial marketplace where America’s communities, with their wealth of social capital, may obtain from the Planet Wealth ecosystem the necessary human capital and achieve the economic capital too often denied to the middle class by existing institutions. Our plan is to build our Planet Wealth Community by offering the tools needed for wealth formation at a modest cost. Initially, we will forego some portion of potential retail revenue in order to maximize the growth of our Community because we believe that, as our Community grows, so Planet Wealth will grow, in influence and in value. The risk is considerable – there is no model for our plan to which we can point for assurance of success. But if we are successful in achieving the full breadth of our vision, then Planet Wealth will be the first institution that embodies and fulfills the aspirations of middle class America to exercise independent agency in their efforts at wealth formation.

The Planet Wealth Ecosystem

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

As we develop the Planet Wealth ecosystem, our ambition will be to provide our Members, at each step in the capital formation process, guidance and training in best practices for quality entrepreneurship. Membership itself will entitle the Member to view training videos and webinars on the methods of capital formation and entrepreneurship. When the Member feels ready to launch an offering, Our LaunchPro software employs branch logic to guide the issuer in careful, detailed disclosure of the risks and potential rewards that the issuer’s business plan poses for investors. Submitting the issuer’s presentation to review by the AI Wizard provides a source for suggestions of risks and rewards that the issuer may have overlooked.

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

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

Forming the Community

The JOBS Act (2012) gave us CrowdFunding as the first sanctioned vehicle for transferring financial capital from unrelated, non-accredited investors to developing ventures. We have designed the Planet Wealth ecosystem to be the next generation of CrowdFunding, with the limitations of that vehicle remedied. Our vision is for Planet Wealth to offer a long-term program of wealth formation based on community organization. The Planet Wealth Community, if we can make it populous and robust, will be the cornerstone from which we expect our Planet Wealth ecosystem to grow. If the Community grows, attracted by the array of tools, technology and educational opportunities embedded in the Planet Wealth platform, and if our plans to control one or more securities portals are realized, those portals should be attractive to entrepreneurs. The opt-in database of entrepreneurs and investors that we intend to accumulate from the operations of Planet Wealth should provide a source of, and an attractive market for, securities offerings, whether initiated by our Members, attracted from outside our Community, or sponsored by Planet Wealth itself. Those offerings, in turn, should attract clients and users to Planet Wealth, causing our database of investors to expand, and so enhancing the prospects for capital formation within our Planet Wealth ecosystem and, in turn, the value of a membership in the Planet Wealth Community. All of these expectations depend, of course, on our success in growing and sustaining the Community while avoiding the risks we face, both those described in the ”Risk Factors” section of this prospectus and the risks that face any start-up business. We promise our investors only our best efforts.

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

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

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

Tier III. Members authorized to choose among more advanced levels of the turnkey library (Complex, Enterprise) or use of the Deal Term Constructor to enable the Member to design an offering with unique characteristics.

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

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

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

Having once registered with Planet Wealth, a Member will find in the website an array of tools and services to facilitate capital formation. Using a system of APIs, our technicians have integrated into Planet Wealth a seamless ecosystem that encompasses each stage in capital formation. (Items labelled “pending” have been integrated into the ecosystem but will not be available to Members until we complete the necessary government registrations. “Pending – registered” means we have filed for the requisite registration; “pending – to be registered” means we have integrated the functionality into the Planet Wealth ecosystem, but have not initiated the registration process that will permit us to use the function.)

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

Business Formation: Simple Turnkey Suites

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

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

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

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

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

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

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

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

Advanced Business Formation: Complex Turnkey Suites

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

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

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

Enterprise Turnkey Suite. Among our plans for the future is an Enterprise Turnkey Suite, which will be offered to the entrepreneur who is already operating a going concern business and wants the ease of making a securities offering using our LaunchPro technology and services. We intend to design the offering documents to be less industry-specific than those associated with our other Turnkey Suites, and will solicit more historical information about the business than is useful when disclosing the material information about a start-up business. If successful in attracting experienced entrepreneurs, the Enterprise Turnkey Suite will open a secondary market for Planet Wealth to supplement our core Community. We will have no assurance of success, however, until we bring the Suite to market.

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

Banking and Custodial Services

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

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

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

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

Risk Management

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

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

Cap Table Management

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

Development of an Investor Database

The key to achieving liquidity is to provide the initial investors access to resale investors. Therefore, part of our plan for facilitating liquidity for our issuer clients involves development of an investor database. For the same reason that brokerage firms are customarily valued on the basis of customer-count, we anticipate that the development of a rich and expansive database of information about potential investors will be a major contribution to growth in the value of Planet Wealth. Our success in this regard will depend, however, on our success in growing the Planet Wealth Community, as well as on the numbers of Members who opt to be included in the database and whether they become an attractive target for issuer offerings.

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

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

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

Marketing

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

Marketing and Sales Development Agreement with 148 Ventures, LLC. 148 Ventures, LLC, a holding company for Todd Wier, one of the co-founders of Planet Wealth, entered into a Marketing and Sales Development Agreement with Planet Wealth in May 2023, which was amended in January 2024. Designed to entrust to 148 Ventures primary responsibility for launching the market program for Planet Wealth, the Agreement charges 148 Ventures with responsibility for:

In compensation for its market development services, Planet Wealth will pay 148 Ventures 10% of its net revenue during the term of the market development services and for two years thereafter Planet Wealth also issued to 148 Ventures as compensation an option to purchase 470,000 shares of Planet Wealth common stock for $.18 per share, vesting monthly through January 2025. The term in which 148 Ventures will be responsible for performing market development services will end on the first anniversary of the date on which this offering circular is qualified, except that Planet Wealth may extend the term for one or two years, at its option.

The Agreement also provides that Planet Wealth will pay 148 Ventures a stipend to reimburse expenses 148 Ventures may incur in connection with performance of the market development services. From February 1, 2024 until the end of the term for market development services, the stipend will be $52,000 per month. Thereafter, until January 4, 2027, the stipend will be $20,000 per month. If either party determines that an increase in the stipend would enable expansion of the market development services for the benefit of Planet Wealth, the parties have covenanted to negotiate the amount of the increase. If Planet Wealth fails on two occasions to pay the stipend, payments due during the remaining term of the market development services will be immediately payable.

The Agreement also contained the terms of an Affiliate Reseller Relationship between Planet Wealth and 148 Ventures. The parties agreed that products and services offered for sale by Planet Wealth would be bundled for sale with products and services offered for sale by 148 Ventures, and that neither party would compete with the other during the term of the Affiliate Reseller Relationship, which ends on January 31, 2030. During the term, the seller of a bundled offering of products and services will pay to the other party 20% of the net revenue from the sale; in addition, when 148 Ventures sells custom marketing funnels or marketing services to Community members, it will pay 20% of the net revenue to Planet Wealth.

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

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

Plan for 2024

We intend to initiate the operations of the Planet Wealth ecosystem soon after this Offering Circular is declared qualified by the SEC. The website, as currently constructed, is adequate for the fundamental purposes of the ecosystem: to enable Members to design a business and capitalize it through an offering of securities. During 2024, however, we plan to expand and enhance the website, to improve the resources available for our Members and to attract a broader demographic of Members. Among the additions to the ecosystem that we plan for 2024 are:

Advertising Agency. Upon launch of our ecosystem, Planet Wealth will commence a broad program of advertising to populate the Planet Wealth Community with Members. Then, as Community Members develop offerings pursuant to SEC regulations that permit public advertising of the offerings, we anticipate that some will desire the services of experienced advertising professionals. For both of these purposes, a captive advertising agency would be beneficial and could be a contributor to our revenue stream. Our plan is to launch a subsidiary committed, in the first instance, to the advertising needs of Planet Wealth and its Members, but then available to serve the advertising requirements of issuers and investors who come within the Planet Wealth orbit.

Education/Training Portal. We recently entered into an agreement with Chris Corica, a member of Planet Wealth’s Board of Directors, in which Mr. Corica has agreed to conduct an offering using our Real Estate Fix ‘N’ Flip (“FNF”) Turnkey and provide a step-by-step written and recorded account of the experience. Mr. Corica will also provide weekly live training sessions for Members contemplating or involved with a FNF offering. Mr. Corica has been involved in the residential real estate market for over 20 years, and will use that experience to provide insights and guidance for Members who utilize our FNF Turnkey. The written and recorded content that he provides will be loaded as a module onto the Planet Wealth Education/Training Portal and made available to our Members. Mr. Corica, in concert with our management, will also develop a similar module for each of the other eight existing Turnkeys, to serve as the foundation for an indefinite expansion of the Education/Training Portal. Our goal for the Education/Training Portal is that it provide our Members an invaluable introduction to entrepreneurship focused on the tools available in the Planet Wealth ecosystem.

Database Acquisition Subsidiary. As discussed on previous pages, one of our goals in building the Planet Wealth ecosystem is to accumulate an opt-in database of investors to whom qualified Members and others under contract can direct promotions of their offerings. Our plan for 2024 is to organize and fund a subsidiary of Planet Wealth whose primary function will be to purchase or license existing investor databases to supplement our internally developed investor database.

Our ability to carry out this plan of expansion, and the schedule on which it will occur, will depend in part on the success of this Offering. This plan should be addressed in connection with the “Use of Proceeds” section earlier in this Offering Circular, particularly the allocations of proceeds to “Database Acquisition” and “Organization of Ad Agency”. If proceeds from this offering are less than as budgeted, we will have to rely on our current assets to fund our development projects as well as the marketing of the Planet Wealth Community, which may delay some of our projects or force us to eliminate some of our planned activities.

Employees

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

Property

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

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

Legal Proceedings

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

MANAGEMENT

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

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

Term of Office

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

Background and Business Experience

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

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

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

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

John Sampietro joined Planet Wealth at the end of 2023 to provide the benefit of his experience in public finance and financial management. After employment from 2000 through 2008 as an account executive with Centennial Partners, a hedge fund of funds, while simultaneously working as a broker with Trading Services Group for six of those years, Mr. Sampietro in 2009 organized a broker-dealer named Trestle Point LLC, which he managed as CEO until 2018. From 2018 until 2023 Mr. Sampietro was employed in managerial positions with two firms engaged in providing interior design services. Mr. Sampietro has returned to the financial sector with Planet Wealth to serve as the Company’s spokesperson to the investment community and assist our CEO in strategic planning and budgeting.

Code of Ethics

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

Committees; Audit Committee Financial Expert

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

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

EXECUTIVE COMPENSATION

Summary Compensation Table

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

Employment Agreements

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

John Sampietro. Planet Wealth has an Employment Agreement with John Sampietro dated December 1, 2023. The Agreement has a term of two years, subject to renewal if not terminated by either party. Mr. Sampietro is engaged as Executive Vice President, and agrees to devote full time to the responsibilities of that position. Planet Wealth will pay Mr. Sampietro a salary of $20,000 per month. Planet Wealth has also committed to pay Mr. Sampietro a bonus equal to five percent of any increase in the Company’s shareholders equity that occurs during the term of Mr. Sampietro’s employment, excluding increases attributable to non-cash transactions. The Employment Agreement includes a grant of options to purchase 2,500,000 shares of the Company’s common stock for $0.40 per share, which will vest over the term of Mr. Sampietro’s employment.

Outstanding Equity Awards at Fiscal Year-End Table

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

Incentive Plans

The Company has not adopted any equity incentive compensation plan.

Director Compensation

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

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

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

Compensation Committee Interlocks and Insider Participation

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

RELATED PERSON TRANSACTIONS

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

The following text describes the transactions occurring since March 1, 2022 and any currently proposed transaction, in which Planet Wealth or its subsidiaries was or is to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Planet Wealth at year-end for the last two completed fiscal years, and in which any person who is currently a related person had or will have a direct or indirect material interest.  Transactions in the nature of employment compensation are excluded here, but are set forth above under “Management Compensation”.

Craig Weiss, Chairman of the Board

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

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

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

In January 2024, the Company issued 750,000 shares of common stock to Mr. Weiss as a bonus for his services on behalf of the Company during 2023.

Todd Wier, Promoter

Mr. Wier was a founder of Planet Wealth. He is classified as a promoter with respect to Planet Wealth because, within the past five fiscal years, he took initiative in organizing the business of Planet Wealth. In the period since February 1, 2022 Mr. Wier has been party to the following material transactions with Planet Wealth.

On February 1, 2022 Planet Wealth settled a pre-existing debt to Mr. Wier by issuing to his holding company, 148 Ventures, LLC, a 5% Convertible Debenture in the principal amount of $3,520,000. Between February 1, 2022 and September 15, 2022 148 Ventures was paid $182,215 interest on the 5% Debenture.

On September 15, 2022 Planet Wealth and 148 Ventures entered into an Omnibus Reorientation Agreement, pursuant to which the 5% Debenture dated February 1, 2022 was replaced by a 10% Convertible Debenture in the principal amount of $3,455,106. Between September 15, 2022 and September 15, 2023 $345,510 in interest accrued on the 10% Debenture, none of which was paid in cash.

On June 2, 2023 Planet Wealth and 148 Ventures entered into a Debt Satisfaction Agreement, pursuant to which the 10% Debenture, including principal and interest accrued and to be accrued through September 15, 2023, was satisfied by: (a) issuance of a 10% Convertible Note payable on September 1, 2023, (b) issuance to 148 Ventures of 847,070 shares of Series F Preferred Stock and 532,383 shares of Common Stock, (c) issuance of a total of 5,000,000 shares of Common Stock to Mr. Wier’s adult children, (d) issuance of 300,000 shares of Common Stock to friends of Mr. Wier, and (f) issuance of 4,700,000 shares of Common Stock to approximately 200,000 shareholders of Planet Wealth with no affiliation with Mr. Wier.

On March 24, 2023 Planet Wealth and 148 Ventures entered into a Marketing and Sales Development Agreement, which was amended and restated on January 25, 2024. The agreement is summarized above under “Our Business – Marketing”.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership of the Company’s Voting Stock

On the date of this Offering Circular, Planet Wealth has three outstanding classes of stock with voting power: 43,309,777 shares of Common Stock, 197,104 shares of Series B Preferred Stock, and 520,000 shares of Series D Preferred Stock. Each share of Series B Preferred Stock is convertible by its holder into five shares of common stock and carries voting rights equal to those carried by five shares of common stock. Each share of Series D Preferred Stock is convertible by its holder into 1.5 shares of common stock and carries voting rights equal to those carried by 1.5 shares of common stock.

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

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

Changes in Control

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

DESCRIPTION OF CAPITAL STOCK

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

Series B Preferred Stock

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

Series C Preferred Stock

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

Series D Preferred Stock

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

Series F Preferred Stock

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

In addition, whenever at least 100,000 shares of Series F Preferred Stock are outstanding, the holder of a majority of the outstanding Series F Stock may appoint a Board Observer. The Board Observer will be entitled to (a) attend and participate in meetings of the Board at which the business of the Company is discussed, (b) receive any written information distributed to Board members, (c) receive copies of minutes of Board meetings and unanimous written consents, and (d) receive substantive responses from officers and employees of the Company to any inquiry by the Board Observer that is an appropriate inquiry by a Board member. To date, no Board Observer has been appointed.

Series G Preferred Stock

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

Blank Check Preferred Stock

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

Options and Warrants

There are outstanding options and warrants exercisable to purchase 9,188,794 shares of our common stock outstanding, as reflected on the following table.

Dividend Policy

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

SHARES ELIGIBLE FOR FUTURE SALE

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

Upon completion of this offering, assuming the maximum number of shares of common stock offered in this offering are sold, there will be 45,182,077 shares of our common stock outstanding. This number excludes any issuance of additional shares of common stock that could occur in connection with any exercise of stock options outstanding as of the date of this Offering Circular. The 2,000,000 shares sold in this Offering (if the maximum offering is completed) will be freely tradable in the public market, except to the extent they are acquired by an “affiliate” of ours, as such term is defined in Rule 405 under the Securities Act. Under Rule 405, an affiliate of a specified person is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person. Any affiliate of ours that acquires our shares can only further transact in such shares in compliance with Rule 144 under the Securities Act, which imposes sales volume limitations and other restrictions on such further transactions. See “Rule 144,” below.

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

Rule 144

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

Lock Up -Agreements

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

PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS

General

The Company is offering up to 1,872,300 shares of common stock to be sold by the Company and 127,700 shares of common stock to be sold by the Selling Shareholders, all on a “best efforts basis” at an offering price of $7.50 per share (the “Offered Shares”), as further described in this Offering Circular. There is no minimum number of shares of common stock that must be sold in this Offering. Any funds derived from the sale of Offered Shares by the Company will be immediately available to us for use. Funds derived from the sale of Offered Shares by the Selling Shareholders will be transferred to the Selling Shareholders as described below. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

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

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

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

Termination of Offering

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

Investors’ Tender of Funds

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

Offering Expenses

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

Investment Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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

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

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

Procedures for Subscribing

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

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

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

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

Right to Reject Subscriptions

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

Acceptance of Subscriptions

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

Registrar and Transfer Agent, Book-Entry Only

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

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

Selling Shareholders

Certain shareholders of the Company intend to sell up to 127,700 shares of their Common Stock in this Offering. Those Selling Shareholders will receive total gross proceeds of the offering equal to $957,750, assuming all of the 2,000,000 Offered Shares are sold.

Selling Shareholders will participate on a pro rata basis, which means that at each closing each Selling Shareholders will be able to sell its pro rata portion (as set forth in the table below) of the number of shares being issued to investors at that closing. For example, if the entire number of Offered Shares is sold, the Company will issue shares and receive gross proceeds of $14,042,250 while each of the Selling Shareholders will receive its pro rata portion of the remaining $957,750 in gross proceeds and will transfer the applicable shares to investors in this offering. Selling Shareholders will not offer fractional shares and the shares represented by a Shareholder’s pro rata portion will be determined by rounding to the nearest whole share.

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

Material Relationships of Selling Shareholders with Planet Wealth

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

Provisions of Note in the Subscription Agreement

Forum Selection Provision

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

Jury Trial Waiver

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

Offer Restrictions Outside the United States

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

LEGAL MATTERS

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

EXPERTS

The financial statements of Planet Wealth, Inc. appearing elsewhere in this Offering Circular have been audited by Prager Metis CPAs LLC, an independent registered public accounting firm, as stated in their report appearing therein (which report expresses an unqualified opinion and includes an explanatory paragraph as to the Company’s ability to continue as a going concern). Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

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

Planet Wealth, Inc.

Index to Financial Statements

Planet Wealth, Inc.

Balance Sheet

(Unaudited)

The accompanying notes are an integral part of these statements

Planet Wealth, Inc.

Statement of Operations

(Unaudited)

The accompanying notes are an integral part of these statements

PLANET WEALTH, INC.

Statement of Changes in Stockholders’ Deficit

Six Months Ended August 31, 2023 and 2022

(Unaudited)