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

PRELIMINARY OFFERING CIRCULAR DATED FEBRUARY 13, 2024

WFTP VENTURES INC.

401 Pine Ave.
Long Beach, CA 90802

562-310-8225

wftp-ventures.com

UP TO 2,000,000 SHARES OF COMMON STOCK

The minimum investment in this offering is 100 shares of Common Stock, or $1000

We are offering a maximum of 2,000,000 Common Shares (the “Maximum Amount”) on a “best efforts” basis.

SEE “SECURITIES BEING OFFERED” AT PAGE 34

The company expects that the amount of expenses of the offering that it will pay, excluding underwriting compensation, will be approximately $100,000.

Sales of these securities will commence on approximately [_], 2024.

This offering (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 earlier terminated by the company at its sole discretion. At least every 12 months after this offering has been qualified by the United States Securities and Exchange Commission (the “Commission”), the company will file a post-qualification amendment to include the company’s recent financial statements. The Offering covers an amount of securities that we reasonably expect to offer and sell within two years, although the offering statement of which this offering circular forms a part may be used for up to three years and 180 days under certain conditions.

The company has engaged [escrow agent] as agent to hold any funds that are tendered by investors. The offering is being conducted on a best-efforts basis without any minimum target. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the company. After the initial closing of this offering, we expect to hold closings on at least a monthly basis.

No application is currently being prepared for the shares to trade on any public market. As a result, the shares sold in this offering may not be listed on a securities exchange or quoted on an alternative trading system for an extended period of time, if at all. If the shares are not listed on a securities exchange or quoted on an alternative trading system, it may be difficult to sell or trade the shares. There can be no assurance that a liquid market for the shares will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell the shares easily or at prices that will provide them with yield comparable to similar investment that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the shares and investors wishing to sell the shares might therefore suffer losses.

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

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

This offering is inherently risky. See “Risk Factors” on page 2.

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

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth company.”

TABLE OF CONTENTS

In this Offering Circular, the term “WFTP” or “the company, “we,” “our,” “ours” or “us”  refers to WFTP Ventures Inc. and its consolidated subsidiaries. 

Other than in the table on the cover page, dollar amounts have been rounded to the closest whole dollar.

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

Implications of Being an Emerging Growth company

We are not subject to the ongoing reporting requirements of the Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A.

If we do become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we would qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, if we become subject to the ongoing reporting requirements of the Exchange Act, as an emerging growth company we:

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

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

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

RISK FACTORS

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

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows, and prospects. You should carefully consider the risks discussed in this section.

Risks related to the company’s Business and Strategy

The company’s auditor has issued a “going concern” opinion.

The company’s auditor has issued a “going concern” opinion on its financial statements, which means the company may not be able to succeed as a business without additional financing. As of December 31, 2023 the date of its financial statements, the company has not commenced planned principal operations and has not generated any revenues. The audit report states that the company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate cash from raising capital to begin its operations. The company’s failure to raise short-term capital could have a negative impact on not only their financial condition but also their ability to remain in business.

Recently formed company.

The company was formed in July 2023 and has no operating history or financial track record on which it can be evaluated. As a result, prospective investors in the offering have very limited financial or other information regarding the investment experience of the company or information on the company’s prospects to assist in making their investment decision. There is no guarantee that the company will ever realize any significant operating revenues or that its operations will ever be profitable.

Dependency on management and key personnel.

The company is dependent upon its management, key personnel and consultants to execute the business plan, and some of them will have concurrent responsibilities at other related and unrelated businesses. The company’s success is heavily dependent upon the continued active participation of the company’s current executive officers as well as other key personnel and consultants. Some of them will have concurrent responsibilities at other entities including the company’s affiliates with longer operating histories. Loss of the services of one or more of these individuals could have a material adverse effect upon the company’s business, financial condition or results of operations. Further, the company’s success and achievement of the company’s growth plans depend on the company’s ability to recruit, hire, train and retain other highly qualified personnel. Competition for qualified employees among companies in the industries in which the company participates is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled employees required for the expansion of the company’s activities, could have a materially adverse effect on it. The inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on the company’s business, financial condition or results of operations.

The company’s business plan is speculative.

The company’s present business and planned business are speculative and subject to numerous risks and uncertainties. There is no assurance that the company will generate significant revenues or profits. An investment in the company’s shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the company, including the risk of losing their entire investment.

The company will be required to undertake significant expenses prior to beginning to generate revenue.

The company’s business plan includes acquiring cannabis dispensary licenses from non-operational dispensaries. As such, prior to opening the dispensaries, the company will be required to undertake significant expenses associated with build-out of the stores, putting in place adequate security, and marketing in a competitive environment. In addition, the company will begin to owe rent on the retail locations. These expenses will all be required ahead of the company’s ability to open the dispensaries to retail customers. If we are unable to begin retail sales on an expeditious timeline, the company’s financial position could be harmed.

The company’s expenses could increase without a corresponding increase in revenues.

The company’s operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on the company’s financial results and on your investment. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) increases in rent payments on the company’s retail locations, (5) significant increases in insurance premiums, (6) increases in borrowing costs, and (7) unexpected increases in costs of supplies, goods, or distribution.

Computer, website or information system breakdown could affect the company’s business.

Computer, website and/or information system breakdowns as well as cyber security attacks could impair the company’s ability to service its customers leading to reduced revenue from sales and/or reputational damage, which could have a material adverse effect on the company’s financial results as well as your investment.

Changes in the economy could have a negative impact.

Changes in the general economic climate, both in the United States and internationally, could have a detrimental impact on consumer expenditure and therefore on the company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may decrease the disposable income that customers have available to spend on products and services like those of the company and may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the company’s financial results and on your investment.

Increased costs could affect the company.

An increase in the cost of products from distributors, energy or other goods and services could affect the company’s profitability. Commodity and other price changes may result in unexpected increases in the wholesale cost of products, and other materials used by the company. The company may also be adversely affected by shortages of products available for retail sale. In addition, energy cost increases could result in higher transportation, freight and other operating costs. The company may not be able to increase its prices to offset these increased costs without suffering reduced volume, sales and operating profit, and this could have an adverse effect on your investment.

If the company’s fails to build a strong brand and maintain customer satisfaction, it may not be able to attract new customers or retain existing customers.

The company believes that increasing, maintaining and enhancing awareness of the company’s brand is critical to achieving widespread acceptance and success of the company’s business. Building and maintaining a strong brand is important to attract and retain customers, as potential customers have a number of cannabis and other choices. Successfully building and maintaining a brand is a time consuming and expensive endeavor and can be positively and negatively impacted by any number of factors. Some of these factors, such as the quality or pricing of the company’s products, are at least partially within its control. Other factors will be beyond the company’s control, yet users may nonetheless attribute those factors to the company. The company’s competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than the company can. Many of the company’s competitors are larger companies and promote their brands and have substantial resources to devote to such efforts. The company’s competitors may also have greater resources to utilize advertising or website product placement more effectively than the company can. If the company is unable to execute on building a strong brand, it may be difficult to differentiate its business and products from its competitors in the marketplace, therefore its ability to attract and retain customers may be adversely affected and its business may be harmed.

The company’s operating plan relies on assumptions and analyses developed by the company. If these assumptions or analyses prove to be incorrect, the company’s actual operating results may be materially different from the company’s forecasted results.

Whether actual operating results and business developments will be consistent with the company’s expectations and assumptions as reflected in its forecasts depend on a number of factors, many of which are outside the company’s control, including, but not limited to:

The company may be unable to manage its growth or implement its intended strategy.

The company may not be able to expand the company’s product and service offerings, the company’s markets, or implement the other features of the company’s business strategy at the rate or to the extent presently planned. The company’s projected growth will place a significant strain on the company’s administrative, operational and financial resources. If the company is unable to successfully manage the company’s future growth, establish and continue to upgrade the company’s operating and financial control systems, recruit and hire necessary personnel or effectively manage unexpected expansion difficulties, the company’s financial condition and results of operations could be materially and adversely affected.

The company will face intense competition, including competition from its affiliates.

The company will face significant competition amount cannabis dispensaries in California. In some cases, the company’s competitors have or may have longer operating histories, established ties to the market and consumers, greater brand awareness, and greater financial, technical and marketing resources. This includes competition with retail dispensaries operated by Catalyst Cannabis, where some of the company’s officers and directors also act as principal officers or members of the management. If the company fails to successfully compete in its markets, or if the company incurs significant expenses in order to compete, it would have a material adverse effect on the company’s results of operations.

The company needs to create and increase brand awareness.

The company’s opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of the company’s brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in the company’s market increases. Successfully promoting and positioning the company’s brand, products and services will depend largely on the effectiveness of the company’s marketing efforts. Therefore, the company may need to increase the company’s financial commitment to creating and maintaining brand awareness. If the company fails to successfully promote the company’s brand name or if the company incurs significant expenses promoting and maintaining the company’s brand name, it would have a material adverse effect on the company’s results of operations and your investment.

Inability to maintain and enhance product image could affect the company negatively.

It is important that the company maintains and enhances the image of its existing and new products and services. The image and reputation of the company’s products and services may be impacted for various reasons including, but not limited to, bad publicity, litigation, complaints from regulatory bodies resulting from quality failure, illness or other health concerns, and customer complaints. Such problems, even when unsubstantiated, could be harmful to the company’s image and the reputation of its products and services. From time to time, the company may receive complaints from customers regarding products purchased from the company. The company may in the future receive correspondence from customers requesting reimbursement. Certain dissatisfied customers may threaten legal action against the company if no reimbursement is made. The company may become subject to product liability lawsuits or other lawsuits or claims from customers alleging injury because of a purported defect in products or services or sold by the company, claiming substantial damages and demanding payments from the company. The company is in the chain of title when it manufactures, supplies or distributes products, and therefore is subject to the risk of being held legally responsible for them. These claims may not be covered by the company’s insurance policies, if any exist. Any resulting litigation could be costly for the company, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on the company’s business, results of operations, and financial condition. Any negative publicity generated as a result of customer or regulator complaints about the company’s products or services could damage the company’s reputation and diminish the value of the company’s brand and brand equity, which could have a material adverse effect on the company’s business, results of operations, and financial condition, as well as your investment. Deterioration in the company’s brand equity (brand image, reputation and product quality) may have a material adverse effect on its financial results as well as your investment.

Risks Related to the Regulatory Environment

Cannabis remains illegal at the federal law level and in many states.

The company will operate under a licensing regime limited to California. This allows for the company, subject to state and local laws, to operate cannabis dispensary facilities. However, at the time this Offering commenced, cannabis remains illegal under United States federal law. The United States Supreme Court has confirmed that the federal government has the right to regulate and criminalize cannabis, including for medical purposes, and that federal law criminalizing the use of cannabis pre-empts state laws that legalize its sales and use. Strict enforcement of federal law regarding cannabis would likely result in the inability to proceed with the business plans of the company, even if it successfully procure all licenses for the distribution of its cannabis products in California. As such, the company could be exposed to potential criminal liability and subject their properties to civil forfeiture.

Regulatory approval and permits.

The company will be required to obtain and maintain certain permits, licenses and approvals at the state and local level where it operates its dispensaries. There can be no assurance that the company will be able to obtain or maintain any necessary licenses, permits or approvals. Any material delay or inability to receive these items is likely to delay and/or inhibit the company’s ability to conduct its business, and would have an adverse effect on its business, financial condition and results of operations.

Additionally, the failure to obtain licenses could occur through no fault of the company. Due to complicated and often contradictory legislative efforts at the state, county and local level in California, some cannabis businesses have been unable to obtain licenses, renew licenses, or move from temporary or provisional licenses to permanent ones. In some cases, this could be due to the state or local legislative bodies not passing laws or regulations that allow licensing to take place or that allow temporary licenses to expire with no additional means to continue operating a licensed business. Should any of these situations, or others that are unanticipated at this time, prevent the company obtaining the necessary licenses, permits, authorizations or accreditations it requires, even if it makes its best efforts to do so, it could result in restrictions on the company’s ability to operate its business, which could have a material adverse effect on the company and your investment.

Uncertainty as to federal law enforcement for investors in cannabis-related companies.

While cannabis-related stocks and securities are currently accepted by, and trade on national securities exchanges including the New York Stock Exchange, and while federal securities regulators such as the SEC have not issued any prohibition against selling or issuing cannabis related securities, there is still uncertainty in the investment world as to the possible effects that cannabis being illegal under the federal Controlled Substances Act could have on cannabis-related company investors. In theory, investing in the company or any a cannabis-related business could be found to violate the federal Controlled Substances Act. As a shareholder and owner of the company, it is theoretically possible that federal law enforcement officials could issue indictments to investors under federal law, and all of the assets an investor contributes to a cannabis business like the company, could be subject to asset forfeiture because cannabis is still federally illegal. While the company believes this risk is limited by its legal and compliant operation of its cannabis business under California law, the company cannot assure any investor that the present federal climate, which seems to not be interested in prosecuting those involved with the growing legal cannabis business in states such as California, will continue to not prosecute those involved in cannabis-related businesses. The company is not aware of any investor ever being prosecuted for simply investing in a cannabis related company by the United States federal government, but there is no assurance that such a prosecution will not occur in the future.

Furthermore, investors in cannabis-related businesses could be subject to a suspicious activity report (SAR) being the investor transfers funds to purchase the securities, under the theory that transferring funds to a business that is legally growing and selling cannabis in California is still violating federal law, making the need for a suspicious activity report to be filed. Although the company has not been able to find any relevant precedent or confirmed media reports related to this issue, it remains theoretically possible that investors could get flagged for money laundering when they transfer funds to purchase cannabis-related stocks, and it is also possible that a bank could shut down the accounts of such investors.

The company may be deemed to be aiding and abetting illegal activities through the products it sells.

The company may be subject to enforcement actions by law enforcement authorities, which would materially and adversely affect the company’s business and may affect investors directly. Under federal law, and more specifically the Controlled Substances Act, the possession, use, cultivation, and transfer of cannabis is illegal. Under certain laws of various states, the possession, use, cultivation, and/or transfer of cannabis is also illegal. The company’s business involves the sale of cannabis which is legal in California where the company intends to operate its dispensaries. Despite being legal in California, federal law enforcement authorities, and perhaps even other states law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against the company or its officers, directors and/or investors, not only based on the sale of cannabis, but also possibly claims of aiding and abetting another’s criminal activities. As a result of such an action, the company may be forced to cease operations and its investors could lose their entire investment. Such an action would have a material negative effect on the company’s business and operations, and could have a negative effect on investors directly.

It is also possible that additional federal or state legislation could be enacted in the future that would prohibit or limit the company from selling cannabis and cannabis-related products and services, and, if such legislation were enacted, the company’s revenues would decline. Further, additional government disruption in the cannabis industry could cause potential customers and users to be reluctant to use the company’s products, which would be detrimental to the company. The company cannot predict the nature of any future laws, regulations, interpretations or applications, nor can it determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on the company’s business, or on investors directly.

The company’s business is dependent on California state laws.

As of the date of this Offering, California has legalized cannabis for adult use at the state level. Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the state and local level in additional states. Any number of factors could slow or halt progress in this area. Further, progress in the cannabis industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Further legalization attempts at the state level that create bad public policy could slow or stop further development of the cannabis industry. Any one of these or other factors could slow or halt use of cannabis, which would negatively impact the company’s business.

In addition, because of the burdensome, inconsistent and in some instances, incomplete legislation and regulation at the state and local levels, some believe that the California legal cannabis industry is in a contracting phase, and that some laws and regulations (or the lack thereof where needed) could result in a collapse of the legal cannabis industry in California. Defects in current legislation and regulation, expiring temporary licenses without timely renewals, over-regulation and over-taxation, and the costs of compliance (including attorneys and accountants) could negatively impact the company’s business.

Uncertainty in many related business industries caused by federal laws or state laws outside of California.

Certain industries necessary for the operation and growth of most businesses, such as advertising, transportation, legal services, may not be available to cannabis related operations. Such limitations or prohibitions could have a detrimental effect on the company’s business, and on your investment. The following list are several examples of such limitations or prohibitions, and others exist or will exist in the future, that make investment into the company, or any cannabis-related company, subject to a high level of risk:

The company may experience difficulty in acquiring insurance to protect against unanticipated events or losses.

Insurance that is otherwise readily available, such as workers compensation, general liability, and directors’ and officers’ insurance, is more difficult for cannabis-related companies to find and more expensive than for other businesses. There are no guarantees that the company will be able to find all such desired insurance coverages in the future, or that the cost will be affordable to the company. If the company are forced to go without certain insurance, it may prevent the company from entering into certain business sectors, may inhibit the company’s growth, and may expose the company to additional risk and financial liabilities.

The company will encounter limited accessibility to the service of banks.

Despite recent rules issued by the United States Department of the Treasury mitigating the risk to banks who do business with cannabis companies operating in compliance with applicable state laws, banks remain wary of accepting funds from businesses in the cannabis industry. Since the use of cannabis remains illegal under federal law, there remains a compelling argument that banks may be in violation of federal law when accepting for deposit funds derived from the sale or distribution of cannabis. Consequently, businesses involved in the cannabis industry continue to have trouble establishing banking relationships. Although the company currently has bank accounts, its inability to open additional bank accounts or maintain its current account may make it difficult for the company to do business. The inability to bank would also create a number of risks for the company, including the possibility of a lack of verifiable financial records and accumulation of cash.

There remains uncertainty as to federal taxation for cannabis-related businesses.

Because of federal laws making cannabis illegal, and because of certain provisions of the Internal Revenue Code, certain normal business expenses for other companies that are deductible by those companies, when incurred by cannabis-related companies, may not be deductible when calculating income tax liability and this can be detrimental to the company’s business. For example, Internal Revenue Code Section 280E prohibits businesses from deducting their ordinary and necessary business expenses other than costs of goods sold, where the business operations consist of activities that violate the federal Controlled Substances Act. Consequently, as long as cannabis remains subject to the federal Controlled Substances Act, cannabis companies including the company may be at a disadvantage when it comes to profitability, compared to conventional companies. The effective tax rate on a cannabis-related business may depend on how large its ratio of nondeductible expenses is to its total revenues. Therefore, the company’s cannabis-related business may be less profitable than it could otherwise be.

Potential growth continues to be subject to new and changing state and local laws and regulations.

Continued development of the cannabis industry is dependent upon continued legislative legalization of cannabis at the state level, and a number of factors could slow or halt progress in this area, even where there is public support for legislative action. Any delay or halt in the passing or implementation of legislation legalizing cannabis use, or its sale and distribution, or the re-criminalization or restriction of cannabis at the state level, particularly in California, could negatively impact the company’s business. Additionally, changes in applicable state and local laws or regulations could restrict the products and services the company offer or impose additional compliance costs on the company or its customers. Violations of applicable laws, or allegations of such violations, could disrupt the company’s business and result in a material adverse effect on its operations. The company cannot predict the nature of any future laws, regulations, interpretations or applications, and it is possible that regulations may be enacted in the future that will be materially adverse to the company’s business.

The cannabis industry faces significant opposition.

The company is substantially dependent on the continued market acceptance, and the proliferation of consumers, of medical and recreational cannabis, particularly in California. The company believes that with further legalization, cannabis will become more accepted, resulting in a growth in consumer demand. However, the company cannot predict the future growth rate or future market potential, and any negative outlook on the cannabis industry may adversely affect the company’s business operations. Additionally, large, well-funded business sectors may have strong economic reasons to oppose the development of the cannabis industry. For example, medical cannabis may adversely impact the existing market for the certain medications sold by mainstream pharmaceutical companies. Should cannabis displace other drugs or products, the medical cannabis industry could face a material threat from the pharmaceutical industry, which is well-funded and possesses a strong and experienced lobby. Any inroads the pharmaceutical, or any other potentially displaced, industry or sector could make in halting or impeding the cannabis industry could have a detrimental impact on the company’s business.

The company operates in an evolving industry.

If the legal cannabis industry develops more slowly than the company expects, its operating results and growth prospects could be harmed. in addition, the company’s future growth depends on the growth of the legal cannabis industry. The legal cannabis industry is a relatively new and rapidly evolving industry, making the company’s business and prospects difficult to evaluate. If new developments in the legal cannabis industry occur, particularly new laws or regulations or adverse interpretations of existing laws and regulations, technologies or if the company is unable to successfully compete with current and new competitors, its business will be harmed, and it may not be able to survive. The growth and profitability of this industry, as it exists today, and the level of demand and market acceptance for the company’s products, are subject to a high degree of uncertainty. The company believes that the continued growth of legal cannabis industry will depend on many factors, some of which cannot be foreseen at present. This nascent industry may develop more slowly than the company expects, which could adversely impact the company’s operating results and its ability to grow its business.

The judiciary may adversely affect the implementation of medical and recreational marijuana laws and regulations negatively impacting the company’s revenues and profits.

Judicial interpretation of various state and federal laws related to cannabis could have a significant effect on the company and its business. For example, in the recent past, the U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws after the preemption claim was rejected by every court that reviewed the case, including the California 4th District Court of Appeals who wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the federal Controlled Substance Act contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes. The inconsistencies of judicial rulings from court to court, and from state court to federal court, creates an atmosphere of uncertainty for the cannabis industry. Should judicial rulings occur that directly or indirectly prohibits or limits the ability of the company to cultivate, process and sell cannabis, or that prohibit the sale or purchase or cannabis related products by others, the company’s business and your investment could be significantly affected.

The company may be exposed to volatility of agricultural commodities.

The company’s suppliers use certain agricultural commodities in the manufacturing of their products. Commodity markets are volatile and unexpected changes in commodity prices can reduce the company’s profit margin and make budgeting difficult. Many factors can affect commodity prices, including but not limited to political and regulatory changes, weather, seasonal variations, technology and market conditions. Some of the commodities used by the company may not be easily substituted. Any of such events or occurrences could have a material adverse effect on the company’s financial results and on your investment.

The company may be harmed by any oversupply of cannabis in the marketplace.

Because the legal cannabis industry is in its infancy and because of other factors, it is possible that the marketplace will face an oversupply of products that could drastically reduce the company’s ability to sell its products, and the ability for the company to charge what it desires to charge for its products. If any oversupply of cannabis occurs in the same marketplace that the company is attempting to sell and distribute its products, the company may not be able to sell its products at all, or may be forced to sell far less of its products than it plans to do. Furthermore, the company may have to reduce its prices for its products if an oversupply occurs in the marketplace. Any of such events or occurrences could have a material adverse effect on the company’s financial results and on your investment.

For example, it has been widely reported that in 2018, Oregon’s legal marijuana producers grew more than twice as much cannabis as was legally consumed, leading to an oversupply at dispensaries and wholesale distributors. Such an oversupply in Oregon has led to concerns that high supply will lead to falling prices, and that the state government will take action to push down supply by increasing producer license fees, limiting the maximum amount of cannabis grown in the state, or capping the number of licenses temporarily or permanently. Should such an oversupply occur in the markets the company sells in, or plans to sell in, similar concerns of falling prices, government action to push down supply by increasing license fees, government action to limit the maximum amount of cannabis grown in the state, or government action to cap the number of licenses temporarily or permanently issued could have a material adverse effect on the company, and on your investment.

Government and other campaigns and laws could reduce demand for cannabis products.

Government-sponsored campaigns and campaigns by other third parties against cannabis use, licensing reforms relating to the cultivation of cannabis, and the manufacture and sale of cannabis products, may reduce demand for the company’s products and any change in any state, local, federal or international cannabis legislation or regulation and other legislation or regulation could have an impact upon present and future products which the company may produce, which could have a material adverse effect on the company’s financial results and on your investment.

The health effects of cannabis-related products remains unknown due to lack of long-term studies.

At present, the positive and negative short-term and long-term effects on the human mind and body of cannabis, hemp, THC, CBD and other cannabis and hemp related components have not been conclusively studied. In addition, the positive and negative short-term and long-term effects on the human mind and body of smoking, vaping and other means of using or ingesting cannabis, hemp, THC, CBD and other cannabis and hemp related components have not been conclusively studied. Some individuals and entities believe that there may be negative effects on the human mind and body from the use of cannabis, hemp, THC, CBD, cannabis and hemp related components as well as from smoking, vaping and other means of using or ingesting cannabis, hemp, THC, CBD and other cannabis and hemp related components. Should studies confirm these negative effects, or should various governments, institutions, medical groups, consumer groups or others publicize these negative effects, whether accurate or not, it could lead to new legislation or other regulatory issues related to the sale of cannabis and hemp. Such other regulatory issues could have a material adverse effect on the company’s business. Legislation or additionally, negative press or negative public opinion relating to human health issues related to cannabis, hemp, THC, CBD, cannabis and hemp related components or relating to smoking, vaping and other means of using or ingesting cannabis, hemp, THC, CBD and other cannabis and hemp related components, could have a material adverse effect on the company’s business.

Risks related to the Offering

Investing is inherently risky and there is no guarantee of a return on investment.

There is no assurance that you will realize a return on your investment or that you will not lose your entire investment. You should carefully read this offering circular and all exhibits and referenced materials and should consult with your own attorney and business advisor prior to making any investment decision.

An investment in the company’s shares could result in a loss of your entire investment.

An investment in the company’s Shares offered in this Offering involves a high degree of risk and you should not purchase the Shares if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

If you invest, you will be considered a “Financial Interest” holder under California laws and regulations.

If you invest in the company, you will be considered a “financial interest” holder under various California laws and regulations, and thus your name and other personal information must be disclosed by the company to various California regulatory agencies. In order to invest in the company, you will have to provide the following information which the company will, in turn, have to provide to various regulatory agencies in California in order to comply with certain laws and regulations: your name, birthdate, social security number or tax identification number and your government-issued identification type and number. As a financial interest holder, your name and other information will be listed on various applications for licensure for the company, for example. While the company will use its best efforts to protect your private information, the company has no control over the information once it passes it along to the various California agencies. It is also possible that other states or jurisdictions may impose similar or other requirements, on you as an investor in a cannabis related company, and that you may have to assist the company in providing information, including personal information, to other governmental authorities, or others.

The company has sole discretion over its use of net proceeds in this offering.

The company has sole discretion over the net proceeds of this offering. There can be no assurance that management’s use of proceeds generated through this offering will prove optimal or translate into revenue or profitability for the company. You should review the documentation and consult “Use of Proceeds” and also consult with your attorneys, accountants and personal investment advisors prior to making any decision to invest in the company.

The company may undertake additional equity or debt financing that may dilute the shares in this Offering.

The company may undertake further equity or debt financing, which may be dilutive to existing shareholders, including you, or result in an issuance of securities whose rights, preferences and privileges are senior to those of existing shareholders, including you, and also reducing the value of Shares subscribed for under this offering.

There is no current market for any of our Common Shares.

There is no formal marketplace for the resale of our Common Shares. Shares may be traded on the over-the-counter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investment for the foreseeable future.

The offering price for the shares has been determined by the company in its sole discretion.

The price at which the shares are being offered has been arbitrarily determined by the Company. There is no relationship between the offering price and the company’s assets, book value, net worth, or any other economic or recognized criteria of value. Rather, the price of the shares was derived as a result of internal decisions based upon various factors including prevailing market conditions, the company’s future prospects and needs, and the company’s capital structure and its management’s expertise. These prices do not necessarily accurately reflect the actual value of the shares or the price that may be realized upon disposition of the shares, or at which the shares might trade in a marketplace, if one develops.

The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware, regardless of convenience or cost to you, the investor.

In order to invest in this offering, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. 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. You will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription 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 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 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.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the subscription agreement.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment.

Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution”. The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The Commission’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

DILUTION

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

Immediate dilution

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

The following table compares the price that new investors are paying for their shares with the effective cash price paid within the last year by existing shareholders.

Dilution Table

Future dilution

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

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

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

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

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

PLAN OF DISTRIBUTION

The Company is offering up to 2,000,000 shares of Common Stock on a “best efforts” basis at a price of $10.00 per share under this Offering Statement, of which this Offering Circular is a part. We intend for this offering to continue for up to one year following qualification by the SEC, or until sooner terminated by the company. There is no minimum investment required to be received by the company in order to close on any investment.

The company has engaged Dalmore Group, LLC as the broker/dealer of record, but not for underwriting or placement agent services. Dalmore Group, LLC is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities.

Commissions and Discounts

The following table shows the total discounts and commissions payable to the placement agents in connection with this offering:

Other Terms

Dalmore Group, LLC has also agreed to perform the following services in exchange for the compensation discussed above:

In addition to the commission described above, the company will also pay a one-time advance payment for out-of-pocket expenses of $5,000. The advance payment will cover expenses anticipated to be incurred by the firm such a preparing the FINRA filing, due diligence expenses, working with the company’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the offering. Dalmore Group will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Company.

The company has also engaged Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The company will pay a one-time Consulting Fee of $20,000 for these services.

Assuming the full amount of the offering is raised, we estimate that the total fees and expenses of the offering payable by the Company to Dalmore Group, LLC will be approximately $225,000 in cash.

Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

Transfer Agent and Registrar

The company will hire a transfer agent to maintain shareholder information on a book-entry basis. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our shareholder register.

Subscription Procedure

After the Offering Statement has been qualified by the Commission, the Company will accept tenders of funds to purchase the Common Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), provided that the minimum offering amount has been met. Investors may subscribe by tendering funds via wire, ACH, or debit only, checks will not be accepted. Upon closing, funds tendered by investors will be made available to the Company for its use.

The minimum investment in this offering is $1,000 or 100 shares of Common Stock.

Provisions of Note in Our 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 agreement to be brought in a state or federal court of competent jurisdiction in the State of California, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. 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 travelling 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.

USE OF PROCEEDS TO ISSUER

The table below sets forth our estimated use of proceeds from the Common Stock being offered in this offering circular, presented in four scenarios of how much we are able to sell in this best efforts off offering of up to 2,000,000 shares of Common Stock. Offering Expenses is an approximate value that includes the 1% commission payable to Dalmore Group, LLC, professional fees for legal and accounting services, printing services for EDGARization of the Offering Statement, and marketing of the Offering.

Because the offering is a “best efforts” offering, we may close the offering without sufficient funds for all the intended purposes set out above, or even to cover the costs of this offering.

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

THE COMPANY’S BUSINESS

Overview

The company is a newly formed Delaware corporation formed on July 20, 2023 that intends to operate retail cannabis dispensaries in California. The company is seeking out, and has identified, licenses of non-operational cannabis dispensaries that it intends to acquire. Once acquired, the company will open the dispensary associated with the license.

The company is currently wholly owned by South Cord Holdings LLC, a California limited liability company, which has been operating in the cannabis retail markets for 5 years in the state of California under the brand Catalyst Co. (“Catalyst Cannabis Co.”). While the company’s cannabis dispensaries will operate independently from Catalyst Cannabis Co., the company will benefit from the experience of its officers and directors in this industry.

License Acquisition Process

The cannabis market in California is a highly regulated industry, a main feature of which is California’s dual-licensing system. Under California’s dual-licensing system, a prospective cannabis business is required to obtain a city, county, or city and county license, permit, or other authorization, before a business can apply for a state license with the California Department of Cannabis Control (“DCC”). Although the DCC has established procedures for obtaining a cannabis license, the statutory and regulatory framework grants every city, county, or city and county, the right to allow or disallow the establishment of a cannabis dispensary within its jurisdiction. In addition, local jurisdictions have the authority to establish strict parameters for the establishment of a cannabis dispensary, including: (i) the number of licenses, (ii) zoning restrictions, (iii) security requirements, (iv) application procedures, and (v) transfer restrictions. These local regulatory requirements are often stricter than the those established by the DCC – and typically result in fewer opportunities to obtain a license.

Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”) established California’s regulatory system to govern the medical and adult-use cannabis industry and went into effect on January 1, 2018. In a study conducted in February 2023, the DCC found that 61% of cities and counties in California continue to prohibit the establishment of any cannabis retail business – and, as of March 1, 2023, only 1,018 Type-10 Storefront Retailer licenses have been issued by DCC, which is roughly 2.6 Type 10 - Storefront Retailer licenses per 100,000 Californians. Although MAUCRSA went into effect over 5 years ago, California’s dual-licensing system has limited the availability of dispensary licenses throughout California, which makes a dispensary license a valuable commodity regardless of whether a dispensary is operational.

In addition, most cities and counties that permit the operation of a cannabis retail business generally limit the number of licenses. At this time, the cities and counties that have undergone the process of issuing dispensary licenses have likely issued all available licenses to qualified applicants for the respective jurisdiction. As such, any person or group seeking to acquire a dispensary license must either: (i) purchase the license from a successful applicant or current operator, or (ii) apply for, and be awarded, a license in a city or county that has made licenses available to the public.

Notably, the purchase of a cannabis retail license in a desirable jurisdiction requires paying a substantial premium over the cost of being awarded a license from the issuing jurisdiction. For that reason, applying for, and being awarded, a dispensary license continues to be a cost-effective means of obtaining a license. However, applying for dispensary license is a difficult, time-consuming, and unpredictable process, which requires: (i) identifying cities or counties that have initiated the application process for the issuance of dispensary licenses; (ii) securing the rights to lease or purchase a property that is within the strict zoning standards for the proposed use; (iii) working with local community organizations to garner support for the proposed business; (iv) diligently reviewing the scoring criteria (if merit-based) and tailoring the business plan accordingly; and, (v) being selected among a pool of highly qualified applicants to be awarded a cannabis license.

Our affiliate, Catalyst Cannabis Co., has primarily expanded by acquiring dispensary licenses directly from a city or counties application process. For that reason, Catalyst Cannabis Co. has developed a team of professionals tasked with identifying, applying for, and being awarded new licensing opportunities as those opportunities arise which we intend to utilize under the terms of our consulting services and licensing agreement.

In the future, some of the dispensary licenses to be acquired by the company will have either been awarded to Catalyst Cannabis Co. by a city or county government or are expected to be awarded to Catalyst Cannabis Co. While there is no current agreement in place to acquire any of the newly issued licenses, the Company and Catalyst Cannabis Co. are in discussions for the possible acquisition of such licenses.

Target Jurisdictions

We have identified the following licensing opportunities that we intend to apply for and develop by leveraging the experience of Catalyst Cannabis Co. through our consulting and licensing agreements:

City of Santee, California

Santee is a suburban city in San Diego County, California, with a population of 60,037 at the 2020 census. Although it is a part of the East County region, Santee is located just 18 miles from the Pacific Ocean.

On August 10, 2022, Santee City Council approved an amendment to its ordinances to regulate cannabis businesses. Pursuant to the amended ordinance, Santee shall only issue up to four (4) cannabis dispensary licenses. Although the City has not finalized details of the application, Catalyst Cannabis Co. has secured the right to occupy 8625 Cuyamaca St, Santee, CA 92071, which is expected to meet the City’s zoning requirements for cannabis retail use, and which is freely assignable by Catalyst Cannabis Co. Under the terms of the consulting services agreement between the company and South Cord Management LLC filed as an exhibit to this offering statement, the company shall have the right to have Catalyst Cannabis Co. assign its right to occupy 8625 Cuyamaca St, Santee, CA 92071 to the company.

Santee’s large population and limitation on the number of dispensary operators makes a Santee dispensary license a valuable commodity. In addition, the City of San Diego, which directly neighbors Santee, has only permitted a maximum of thirty-six (36) cannabis retail licenses to service a population of over 1.3 million. As such, a dispensary license in a jurisdiction neighboring San Diego may benefit from customers seeking a new cannabis outlet for a seemingly underserviced market.

City of San Diego, California

San Diego is a city located immediately adjacent to the Mexico-United States border and is the seat of San Diego County, California. San Diego has a population of 1,386,932 as of the 2020 census and is the eight-most populous city in the United States.

The City of San Diego was among the first municipalities to allow for the retail sale of cannabis within its jurisdiction. At that time, the City limited the number of cannabis retail licenses to thirty-six (36) and, as of June 2023, thirty-three (33) licenses have been issued with only twenty-four (24) retailers being operational.

On October 11, 2022, San Diego City Council unanimously adopted the final Cannabis Equity Assessment to begin the process of establishing a framework to make cannabis retail licenses available to qualified social equity candidates. Pursuant to this program, the City will increase the number of available retail licenses anywhere between eighteen (18) to thirty-six (36). Furthermore, it is expected that City Council will modify its zoning laws to allow for licensed cannabis retail operations in more desirable locations.

San Diego’s large population and limitation on the number of dispensary operators makes a San Diego license a valuable commodity. It follows that the opportunity to obtain a newly issued retail license in San Diego with more lenient zoning rules can add substantial value to a qualified retailer.

County of San Diego, California

San Diego County is a County in the southwestern corner of California. As of the 2020 census, the population in the County was 3,298,634, making it California’s second-most populous county and the fifth-most populous county in the United States. Located immediately adjacent to the Mexico-United States border and is the seat of San Diego County, California. San Diego has a population of 1,386,932 as of the 2020 census and is the eight-most populous city in the United States. From north to south, San Diego County extends from the southern borders of Orange and Riverside Counties to the Mexico-U.S. border and Baja California municipalities of Tijuana and Tecate. From west to east, San Diego County stretches from the Pacific Ocean to its boundary with Imperial County.

In January 2021, the San Diego County Board of Supervisors directed County staff to develop the Socially Equitable Cannabis Program, which will allow for a suite of commercial medicinal and adult-use cannabis operations in the unincorporated area of San Diego County. Although the program is still in early developments, the County of San Diego is expected to begin the application process mid to late 2024.

The total land area of San Diego County is 3,942 square miles, the majority of which is made part of the unincorporated area of San Diego County. Although the majority of San Diego County’s population resides in incorporated municipalities, the size and scope of the County’s unincorporated areas opens up an opportunity to obtain a dispensary license near underserved populations centers and incorporated municipalities that currently prohibit the sale of cannabis within its jurisdiction, which makes obtaining a dispensary license within the unincorporated area of San Diego County a valuable commodity.

City of Oceanside, California

Oceanside is a city on the South Coast of California, located in San Diego County. Oceanside has a population of 174,068 as of the 2020 census. In addition, Oceanside is conveniently located near the I-5 freeway.

On April 11, 2018, Oceanside City Council adopted a series of ordinances allow for commercial and medical cannabis businesses (excluding storefront dispensaries) in specific industrial and agricultural zoning districts subject to the issuance of the required licensing and permit approvals. More recently, On November 1, 2023, Oceanside City Council directed City staff to include two cannabis dispensary licenses in the City’s Cannabis Program and is expected to formally amend its municipal code and zoning ordinances, as well as adopt application procedures by Summer 2024.

Notably, Oceanside borders one other City that the operation of a cannabis dispensary, which provides a cannabis retail operator in Oceanside the opportunity to attract sales from neighboring cities. This feature, combined with the strict limitation of licenses within Oceanside makes a Oceanside retail cannabis business permit a valuable asset.

County of Los Angeles, California

Los Angeles County is the most populous county in the United States, with 9,861,224 residents as of the 2020 census. Located immediately adjacent to the Mexico-United States border and is the seat of San Diego County, California. Its population exceeds that of 40 individual states and comprises of 88 incorporated cities and numerous unincorporated areas within a total area of 4,083 square miles.

Currently, all commercial cannabis activity is prohibited in the unincorporated areas of Los Angeles County, including cultivation, manufacturing, distribution, testing and retail sale of both medical and adult-use cannabis. However, in December 2021, Los Angeles County’s Office of Cannabis Management published its recommendation on how Los Angeles County may proceed with licensing cannabis businesses and to establish a regulatory framework. Although the recommendation has not yet been approved by the Los Angeles County Board of Supervisors, the Office of Cannabis Management has continued to hold community meetings intended to shape the County’s future Equity Program. Catalyst Cannabis Co. is actively involved with Office of Cannabis Management in an effort to shape the cannabis program. Although the program is still in the early stages of development, Catalyst Cannabis Co. is prepared to move quickly in the event Los Angeles County decides to move forward with licensing.

Although the majority of Los Angeles County’s population resides in incorporated municipalities, the size and scope, and geographic location of the County’s unincorporated areas opens up an opportunity to obtain a dispensary license near underserved populations centers and incorporated municipalities that currently prohibit the sale of cannabis within its jurisdiction, which makes obtaining a dispensary license within the unincorporated area of Los Angeles County a valuable commodity.

We have also identified the following licenses that Catalyst Cannabis Co. has secured or is likely to secure which we would like to acquire for the company, however the company and Catalyst Cannabis Co. have not entered into any definitive agreements to date:

City of Lynwood, California

Lynwood is a city in Los Angeles County, California, which had a total population of 69,772 (2010 consensus) and is located near South Gate and Compton in the central portion of the Los Angeles Basin. In addition, Lynwood’s city limits extend north and south of the highly traversed I-105 highway, and east and west of the I-710 highway.

On July 18, 2023, the City Council of the City of Lynwood conducted the review of eight (8) retail cannabis business permit applications for consideration and approved a total of three (3) retail cannabis business permits, including one for Catalyst – Lynwood LLC, an entity owned and controlled by Catalyst Cannabis Co. or its affiliates. Catalyst – Lynwood LLC is currently in the process of securing all additional government permits, including building and occupancy permits, to operate a cannabis dispensary business at 5110-5116 E Imperial Hwy, Lynwood, CA 90262. Catalyst – Lynwood LLC has not begun operations to date.

Additionally, nearly all Lynwood’s neighboring cities prohibit the operation of a cannabis dispensary, which provides a cannabis retail operator in Lynwood the opportunity to attract sales from residents outside of Lynwood. This feature, combined with Lynwood’s central location, makes a Lynwood retail cannabis business permit a valuable asset.

City of Hawthorne, California

Hawthorne is a city in the Los Angeles metropolitan area, located in southwestern Los Angeles County, California. As of the 2020 US census, Hawthorne had a population of 88,083. Hawthorne is part of a seventeen-city region commonly called the South Bay, which is an area bounded by the Pacific Ocean on the south and west and generally by the City of Los Angeles on the north and east. In addition, Hawthorne is conveniently located near the I-405 and the I-105 highways.

On November 8, 2022, the City Council of the City of Hawthorne voted to adopt the ordinance allowing commercial cannabis business, including up to six (6) retail businesses, and began accepting application submittals between December 19, 2022, and January 19, 2023. The city conducted its the review of twenty (20) eligible applicants and, on March 22, 2023, announced that Catalyst – Hawthorne LLC, an entity owned and controlled by Catalyst Cannabis or its affiliates, was eligible to receive a cannabis retail, distribution, delivery, and on-site consumption license. Catalyst – Hawthorne LLC is currently in the process of securing all additional government permits, including building and occupancy permits, to operate the cannabis business at 14155 S Crenshaw Blvd., Hawthorne, CA 90250. Catalyst – Hawthorne LLC has not begun operations to date.

Additionally, all Hawthorne’s neighboring cities prohibit the operation of a cannabis dispensary, which provides a cannabis retail operator in Hawthorne the opportunity to attract sales from residents of the South Bay. This feature, combined with Hawthorne’s central location, makes a Hawthorne retail cannabis business permit a valuable asset.

City of Lancaster, California

Lancaster is a charter city in northern Los Angeles County, in the Antelope Valley of the western Mojave Desert in Southern California. As of the 2020 census, the population was 173,516, making Lancaster the 153rd largest city in the United States and the 30th largest in California.

On or around May 11, 2021, the City Council of the City of Lancaster approved an ordinance to allow commercial cannabis businesses to operate in the Lancaster but reserved for the City Manager and City Mayor the authority to limit the issuance of cannabis retail licenses. In order to obtain a cannabis business license in Lancaster, a person or group must first obtain a conditional use permit for the proposed location and a cannabis retail license issued by the City. On November 17, 2023, Catalyst – Lancaster LLC, an entity owned and controlled by Catalyst Cannabis and its affiliates, obtained a conditional use permit to conduct cannabis retail sales at 42020 4^th Street East, Lancaster, CA 93535. Catalyst – Lancaster LLC is currently in the process of securing all additional permits at the proposed location. Catalyst – Lancaster LLC has not begun operations to date.

Notably, all Lancaster’s neighboring cities prohibit the operation of a cannabis dispensary and, according to Weedmaps, the closest licensed retail dispensary outside of Lancaster is over 40 miles away. As such, cannabis retail operators in Lancaster can service both residents of Lancaster and residents of any nearby city, which makes a Lancaster dispensary license permit a valuable asset.

City of Stockton, California

Stockton is a city in and the county seat of San Joaquin County in the Central Valley of California. As of the 2020 census, the population was 320,804, making Stockton as the most populous city in the county, the 11th-most populous city in California and the 58th-most populous city in the United States.

On March 5, 2019, the City Council of the City of Stockton enacting the regulatory program for commercial cannabis businesses and have limited the number of permitted cannabis dispensary businesses to fourteen (14). Cannabis retail permits are awarded through an annual lottery system, where two lottery winners will be awarded the right to submit applications for the requisite government authorizations. Catalyst Cannabis Co. did not participate in the lottery program. Nevertheless, Catalyst Cannabis Co. has entered into agreements granting them the right to own and operate a licensed cannabis dispensary at 2521 West Ln., Stockton, CA 95205. Catalyst Cannabis Co. is currently in the process of securing all additional permits at the proposed location. Catalyst Cannabis Co. has not begun operations to date in the city of Santee.

Stockon’s large population and limitation on the number of dispensary operators makes a Santee dispensary license permit a valuable asset.

Relationship with Catalyst Cannabis Co.

Shareholdings

Catalyst Cannabis Co. currently owns all the outstanding shares of the company, and it is expected that Catalyst Cannabis Co. will own at least 66.6% of the outstanding shares of the company after the offering.

Board of Directors

The company’s Board of Directors and Executives also hold important roles at Catalyst Cannabis Co.:

Consulting and Trademark/Licensing Agreement

Since its inception, Catalyst Cannabis Co., and its affiliated entities, have made significant investments toward the development of the infrastructure that supports its growing retail footprint, including: (i) the development and maintenance of a centralized cannabis product distribution facility; (ii) development and maintenance of the “Catalyst” and “Weed for the People” trademarks and brand; and (iii) the development and maintenance of a centralized corporate headquarters for its operations, including accounting, human resources, operations, compliance, marketing and legal departments.

Catalyst Cannabis Co.’s infrastructure has enabled them the opportunity to offer managerial, consulting and IP-licensing services to third-party dispensary owners. Under these arrangements, Catalyst Cannabis Co. and a third-party dispensary owners would enter into a management, consulting and license agreements granting Catalyst Cannabis Co., and its affiliates, the right to manage the dispensary as a “Catalyst”-branded dispensary on behalf of the third-party dispensary owner in exchange for a fee.

Consulting Agreement

The company and South Cord Management LLC, a California limited liability company (Catalyst Cannabis Co.’s wholly-owned subsidiary) entered into consulting agreement on January 25, 2023 pursuant to which the company will retain Catalyst Cannabis Co. as an independent contractor tasked with assisting in the company’s efforts in procuring cannabis dispensary licenses and providing services necessary for the operation of a dispensary in exchange for a fee. Under the consulting agreement, Catalyst Cannabis Co.’s will: (i) identify counties and municipalities that are expected to issue cannabis dispensary licenses; (ii) analyze and report any material information related to the cannabis licensing program in the upcoming jurisdictions; (iii) take all reasonably necessary steps on behalf of the company to position the company as a competitive applicant, and (iv) work with the company’s other third-party contractors to the extent necessary to obtain a cannabis dispensary license in those jurisdictions. In the event the company is awarded a cannabis dispensary license, Catalyst Cannabis Co. is expected to provide services necessary for the development and operation of a “Catalyst”-branded dispensary including, but are not limited to: (i) assisting the company in establishing a legally compliant “Catalyst”-branded dispensary; (ii) organize and maintain the company’s books and records; (iii) coordination with regulatory agencies to maintain compliance with applicable laws; and (iv) the hiring and retention of key personnel for the dispensary operations.

Under the terms of the agreement, the company retains for itself the have final decision-making authority on all actions impacting the company. The term of the consulting services agreement began on January 25, 2023 and is set to expire on the third (3^rd) anniversary, which shall automatically renew for additional three (3) year periods unless otherwise terminated in accordance with the terms of the agreement. Finally, as compensation for the services rendered under the agreement, South Cord Management LLC shall retain an amount equal to one percent (1%) of the monthly gross revenue of any retail dispensary owned by the company and made part of the agreement.

Licensing Agreement

Contemporaneously with the execution of the consulting services agreement, the company and South Cord Holdings LLC entered into a master trademark and licensing agreement. Under the agreement, South Cord Holdings LLC granted the company the right to use the “Catalyst” and “Weed for the People” trademarks at any retail dispensary owned, operated, or controlled by the company in exchange for a one percent (1%) of the gross revenue of the monthly gross revenue of any retail dispensary owned by the company using the “Catalyst” trademarked name. The licensing agreement runs parallel to the consulting services agreement and shall terminate or expire along the expiration or termination of the consulting services agreement.

We believe these contractual agreements add significant value to the company. First, rather than building the necessary infrastructure to sustain on-going business operations, the company can leverage Catalyst Cannabis Co.’s current infrastructure at a reduced cost. Second, rather than investing in a new brand in a relatively mature market, the company’s dispensaries will benefit from immediate brand awareness using the “Catalyst” and “Weed for the People” trademarks. Finally, the company would also benefit from Catalyst Cannabis Co.’s centralized distribution system, which would allow the company to supply its dispensaries with cannabis products on favorable terms, and at prices that are at, or below, what it could otherwise obtain as a newly established business.

Market Opportunity

The legal cannabis industry’s economic impact in the United States continues to grow exponentially. According to New Frontier Data, the U.S. market for legal cannabis is expected to grow to $41 billion by 2025 (from $13.2 billion in 2019). The California market represents the largest market in the U.S. Forbes reported in January 2021 that California legal sales of cannabis-based products hit $4.4 billion based on information provided by MJBizDaily’s Industry Factbook. Further, the growth in legal sales will continue to expand as licensing and law enforcement steadily erode the illegal market share. California’s legal cannabis market is on track for rapid growth and it is estimated that 40% to 45% of its sales are delivery-based.

Competitive Position

Market Needs

Cannabis buyers’ needs vary widely from safe and effective medicine to stimulating recreational options. The company is committed to meeting the full range of cannabis consumer needs, including ailment-specific strains for chronic disease sufferers as well as convenient, high quality and consistently dosed recreational products.

With this in mind, there are a few “needs” that all medical and most recreational clients have. These common needs, and solutions that the company will offer: (1) consistent and high-quality cannabis products from licensed vendors; (2) a range of products, such as cannabis-infused edibles, beverages, flower, concentrates, topical ointments; (3) access to staff capable of identifying which products would suit the needs of the consumer; (4) comprehensive education about medical cannabis; and (5) access to medical grade cannabis products from a licensed vendor.

Marketing Strategy

Consistent with our “Weed for the People” mission and business model, the company will focus on delivering “Fire Weed at Fire Prices”. In other words, the company’s primary marketing tactics and procedures are to focus on getting our customers the best product for the lowest price possible and setting the standard on how to build a community-oriented cannabis business. More specifically, the Company focuses on providing value to our customers through community building and events instead of spending exorbitant amounts of money on marketing and then charging higher prices to make up for it. As a result, the company’s marketing will focus on building a culture of customers, brands, employees, and industry leaders that share the same goal of pushing this industry forward in a positive way and becoming the #1 cannabis business in the hearts and minds of the community through marketing efforts that focus on local events, social media, pricing, community outreach, and brand partnerships.

Competitive Analysis

At this time, the medical and recreational cannabis industry is quite new, and still developing. The industry is characterized by a highly fragmented landscape, and only a few major players have yet emerged. The majority of industry operators are independent, resulting in a very low market share concentration.

Competitive Advantage and Company Strengths

The company’s management have extensive experience in operating cannabis retail shops throughout California. In addition, the have experience with the competitive bidding process to obtain local licenses to operate cannabis dispensaries and the company currently has won bids with respect to specific locations and has several leads and verbal commitments for others.

Subsidiary Structure

The company will organize wholly-owned subsidiaries for each retail location. While each location will still be managed by the company indirectly, the assets and liabilities associated with a particular retail location will be confined to that location. In the future, our financial statements will show the consolidated results of the company and its wholly-owned subsidiaries.

Applicable Regulation

California

In California, regulation of cannabis is conducted by the Department of Cannabis Control. Under California law, all commercial cannabis activity must be licensed by the state. Licenses must comply with state and local requirements to maintain that license. Certain activities regulated by the state include:

Every municipality also can be stricter than state requirements.

Federal Law

Federal Enforcement of Cannabis Laws

Cannabis remains illegal under federal law, and any change in the enforcement priorities of the federal government could render the company’s current and planned future operations unprofitable or even prohibit such operations. The company is dependent on state laws and regulations pertaining to the cannabis industry, particularly the laws of the state of California.

The United States federal government regulates drugs through the Controlled Substances Act which places controlled substances, including cannabis, on one of five schedules. Cannabis is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the United States Drug Enforcement Administration. Because of this, doctors may not prescribe cannabis for medical use under federal law, although they can recommend its use under the First Amendment.

Currently, 33 U.S. states and the District of Columbia allow the legal use of some form of cannabis. Such state laws are in conflict with the federal Controlled Substances Act, which makes cannabis use and possession illegal at the federal level. Because cannabis is a Schedule I controlled substance, however, the development of a legal cannabis industry under the laws of these states is in conflict with the Controlled Substances Act, which makes cannabis use and possession illegal on a national level. The United States Supreme Court has confirmed that the federal government has the right to regulate and criminalize cannabis, including for medical purposes, and that federal law criminalizing the use of cannabis preempts state laws that legalize its use.

In light of such conflict between federal laws and state laws regarding cannabis, the administration under President Barack Obama had effectively stated that it was not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical cannabis. For example, the Department of Justice Deputy Attorney General of the Obama administration, James M. Cole, issued a memorandum (the “Cole Memo”) to all United States Attorneys providing updated guidance to federal prosecutors concerning cannabis enforcement under the Controlled Substances Act. In addition, the Financial Crimes Enforcement Network (“FinCEN”) provided guidelines (the “FinCEN Guidelines”) on February 14, 2014, regarding how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”).

On January 4, 2018, the U.S. Attorney General, Jeff Sessions under the Trump Administration, issued a written memorandum (the “Sessions Memo”) to all U.S. Attorneys stating that the Cole Memo was rescinded effective immediately. In particular, Mr. Sessions stated that “prosecutors should follow the well-established principles that govern all federal prosecutions,” which require “federal prosecutors deciding which cases to prosecute to weigh all relevant considerations, including federal law enforcement priorities set by the Attorney General, the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of particular crimes on the community.” Mr. Sessions went on to state in the memorandum that given the Justice Department’s well-established general principles, “previous nationwide guidance specific to marijuana is unnecessary and is rescinded, effective immediately.”

On May 15, 2019, Forbes reported that the Trump Administration’s Attorney General William Barr testified during a Senate Appropriations subcommittee that he favors a more lenient, albeit federalist, approach to marijuana laws, preferring for cannabis to be legalized nationwide rather than let states continue to fly in the face of federal prohibition. Forbes also reported that during the Justice Department’s fiscal year 2020 budget request meeting, Attorney General Barr was asked to clarify the federal government’s role in enforcing drug laws in states that have legalized medical and adult use cannabis, and answered that removing the federal government from the situation and allowing the states to set their own cannabis policy would be an improvement over the present scenario, which he referred to as an intolerable conflict between federal and state laws.

On June 20, 2019, Forbes reported that the United States House of Representatives approved a measure to prevent the U.S. Department of Justice from interfering with state marijuana laws, including those allowing recreational use, cultivation and sales. The Forbes article further notes that the proposed law was attached to a large-scale appropriations bill to fund parts of the federal government for fiscal year 2020 and was approved in a floor vote of 267 to 165, a tally that is considered by legalization supporters to be an indication of how much support there is in Congress for more comprehensive and permanent changes to federal marijuana policies.8 The measure, sponsored by Reps. Earl Blumenauer (D-OR), Eleanor Holmes Norton (D-DC) and Tom McClintock (R-CA), would bar the Department of Justice from spending money to prevent states and territories from implementing their own laws that authorize the use, distribution, possession, or cultivation of marijuana. It should be noted that this measure has not been passed on by the U.S. Senate, and has not become law, but is still in the legislative process as of the date of this Offering Circular.

The United States Food & Drug Administration (“FDA”) is generally responsible for protecting the public health by ensuring the safety, efficacy, and security of (1) prescription and over the counter drugs; (2) biologics including vaccines, blood & blood products, and cellular and gene therapies; (3) foodstuffs including dietary supplements, bottled water, and baby formula; and, (4) medical devices including heart pacemakers, surgical implants, prosthetics, and dental devices.

Regarding its regulation of drugs, the FDA process requires a review that begins with the filing of an “Investigational New Drug” (“IND”) application, with follow on clinical studies and clinical trials that the FDA uses to determine whether a drug is safe and effective, and therefore subject to approval for human use by the FDA. The FDA has not approved cannabis, hemp or CBD derived from cannabis or hemp as a safe and effective drug for any indication. As of the date of this filing, we have not, and do not intend to file an IND with the FDA, concerning any of our consumer products that contain CBD derived from cannabis or hemp. Further, our consumer products containing CBD derived from cannabis or hemp are not marketed or sold using claims that their use is safe and effective treatment for any medical condition subject to the FDA’s jurisdiction.

The FDA has concluded that products containing cannabis or hemp derived CBD are excluded from the dietary supplement definition under sections 201(ff)(3)(B)(i) and (ii) of the U.S. Food, Drug & Cosmetic Act, respectively. The FDA’s position is that products containing cannabis or hemp derived CBD are Schedule 1 drugs under the Controlled Substances Act, and so are illegal. Our consumer products containing CBD derived from cannabis or hemp are not marketed or sold as dietary supplements. However, at some indeterminate future time, the FDA may choose to change its position concerning cannabis generally, and specifically products containing cannabis or hemp and CBD derived from cannabis or hemp and may choose to enact regulations that are applicable to such products. In this event, our cannabis or hemp-based products containing CBD may be subject to regulation.

The Biden Administration has changed the environment in Washington and Congress now appears to be advancing banking regulatory approvals and legal cannabis business operations acceptability. The industry is poised for legalization, regulation and growth simultaneously. As of the date of this Offering, however, the current Biden Administration Acting Attorney General, Monty Wilkinson, has not issued statements or guidance on medical cannabis since beginning service as Acting Attorney General on January 21, 2021. Enforcement of U.S. federal laws with respect to cannabis, including cannabis products, continues to remain uncertain.

Potential federal prosecutions could involve significant restrictions being imposed upon the Company or third parties, while diverting the attention of key executives. Such proceedings could have a material adverse effect on the Company’s business, revenues, operating results and financial condition, as well as the Company’s reputation and prospects, even if such proceedings were concluded successfully in favor of the Company. Such proceedings could involve the prosecution of key executives of the Company or the seizure of corporate assets.

The Sale and Purchase of Cannabis-Related Securities

Despite the legalization of cannabis in many states, under United States federal law the Controlled Substance Act classifies cannabis as a Schedule I drug, substance or chemical, and thus makes the production, sale and use of cannabis subject to federal criminal penalties. Despite this, there is no federal law that specifically addresses the sale of cannabis-related securities. The SEC has not promulgated any rules prohibiting the sale of cannabis-related securities. In 2018, the SEC authored an “Investor Alert” that warned consumers about potential scams involving certain fraudulent cannabis-related securities. The SEC Investor Alert does not state, or even allude to, the concept that investing in or selling cannabis-related securities is illegal, but rather warned investors to investigate and do research on cannabis-related companies prior to investing.

While there does not appear to be any direct federal law that prevents the Company from seeking an exemption to registration through this Offering Circular, the Company is cognizant of the fact that the law is unsettled and may be subject to interpretation by various presidential administrations, and by various states and their attorneys general and securities regulators.

Intellectual Property

The company does not own any intellectual property except for the right to use the “Catalyst” and “Weed for the People” trademarks in connection with the procurement of, and operation of, a licensed cannabis dispensary as detailed in the master trademark and licensing agreement with South Cord Holdings LLC. Under the agreement, South Cord Holdings LLC granted the company the right to use the “Catalyst” and “Weed for the People” trademarks at any retail dispensary owned, operated, or controlled by the company in exchange for a one percent (1%) of the monthly gross revenue of any retail dispensary owned by the company and employing such marks in the ordinary course of business. The licensing agreement runs parallel to the consulting services agreement and shall terminate or expire along the expiration or termination of the consulting services agreement.

Litigation

The company has not been and is not currently involved in any lawsuit.

The Company’s Property

The company does not own currently own or lease any real property. The company intends to enter into lease agreements for each retail location it has identified, and has secured the option to lease those locations.

Employees

The company currently has no direct employees, with all management functionality being undertaken by South Cord Management LLC pursuant to the master consulting services agreement.

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

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes included in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled ‘Risk Factors” and elsewhere in this Offering Circular.

Overview

Results of Operations

As of December 31, 2023, the company has not begun its principal planned operations, and has not generated any revenues.

At the same time, the company has recorded expenses associated with the formation of the company and to fund operations in the amount of 39,550, which was financed by related parties specifically the Company’s sole shareholder, South Cord Holdings, LLC.

As such, as of the date of our financial statements, the company has recorded a net loss of $550.

Liquidity and Capital Resources

As of December 31, 2023, the company had no assets.

To date, the company has relied on financial support from its sole shareholder, South Cord Holdings. The company will be dependent on the anticipated proceeds from this offering under Regulation A in order to undertake its planned business operations.

Plan of Operations and Trends

Over the next 12 to 24 months, we plan on being awarded between 6 to 10 licenses from local jurisdictions. We believe that each license will cost approximately $150,000.00 to $300,000.00 to obtain, which is inclusive of application fees, real estate expenses, consulting fees, and other third-party costs. After being awarded the license, it will take approximately $600,000.00 to $2,400,000.00 in additional cash to open a dispensary depending on the construction requirements and terms of the real property obligations, and working capital requirements. Depending on the locality in question, the timeline to open a dispensary can range anywhere from 12 to 20 months, as we will need to submit all required building permit applications, obtain local approval of the application, and to commence and conclude construction on the proposed dispensary facility. Once we complete construction, it will take approximately 2 to 3 months to obtain any remaining safety and occupancy permits from local police, fire, and building departments, and put in place our staffing, inventory, and equipment needs for the operation of the dispensary. Notably, the estimate timeline and costs are based on the company’s experience. However, the actual timeline and cost may exceed these estimates due to factors not within the control of the company and should not be relied upon. Such factors include, but are not limited to, delays in permitting process, changes in law that impact the project, and increased construction and labor costs.

As noted above, while we have to date relied on financial support from our sole stockholder, the company will not be able to begin its planned operations unless we successfully raise funds in this Regulation A offering.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Biographies:

Elliot Lewis, CEO, Director

Catalyst founder Elliot Lewis has an unmatched scope of influence in the cannabis industry, having the largest portfolio of any single individual in the state of California. Mr. Lewis has a deep and intimate knowledge of the cannabis industry, and how it has evolved into its present state. Mr. Lewis has worked in the cannabis industry since 2015, now having an impressive nine years spent working in regulated cannabis. In 2016, he founded and developed Catalyst Cannabis Co., by successfully capturing 6 out of Long Beach’s 32 available retail dispensary licenses. Mr. Lewis and his team have won more commercial retail cannabis licenses in California than anyone in the State. Mr. Lewis currently owns and/or operates 23 licensed cannabis retailers. He estimates that at least 25 Catalyst stores will be open by the end of 2023. Under Mr. Lewis’ leadership, Catalyst is now known as a changemaking company, creating an impactful footprint throughout California with our humanitarian works.

Mr. Lewis is well known for his philanthropic works and his efforts to advance equal access to cannabis. He has frequently championed the disparity of social equity owners in the cannabis industry and continues to help change legislation to allow for more opportunities for individuals negatively impacted by the War on Drugs. With a personal ethos that echoes the “Weed for the People” movement, Mr. Lewis’ charismatic public persona and voice on issues like social equity and cannabis taxes have made him a standout figure in the cannabis industry. Every one of our Company’s decisions will be a step towards ensuring “Weed for the People” becomes a reality so that everyone can have access to quality cannabis products at affordable prices.

Damian Martin, CSO, Director

Damian Martin has cultivated a successful and far-reaching law career, during which he has maintained a particular emphasis on cannabis industry regulation drafting and interpretation. Mr. Martin has been working within the regulated cannabis industry for eight years, helping companies navigate new legislation and developing regulatory changes with confidence. Mr. Martin provides ongoing legal and consulting services to clients in the commercial cannabis industry. The regulated cannabis industry is both complex and rapidly changing within local and state regulatory frameworks. Mr. Martin has been serving cannabis clients since the outset of the State of California’s licensing of cannabis businesses. In his tenure in the industry, Mr. Martin has personally drafted over a dozen local regulatory ordinances in various cities in California, has successfully obtained local approval for over twenty commercial cannabis license applications, and has legal, project management, and/or ownership responsibilities in numerous applications that are currently pending approval—making him one of the most prolific and successful cannabis administrative attorneys in California and the U.S. 

Prior to his entry into the cannabis field, Mr. Martin built strong foundational strategic analytical skills that would help him successfully navigate the cannabis industry’s unpredictable landscape. Mr. Martin served as a Strategic Management Analyst for the District of Columbia Courts and a Senior Operations Analyst for Capital One Financial Corp. Mr. Martin also served in the U.S. Navy in a series of high-level operational leadership positions as an intelligence analyst conducting deployments to Chad, Iraq, and Yemen in support of U.S. Navy SEAL operations. 

Mr. Martin’s ordinances and repeated successes in cannabis licensing are the foundation of Catalyst Cannabis Co.’s forward thinking cannabis policy movement to create a race to the top in the cannabis industry where cannabis businesses are fairly taxed locally, provide community benefits, and offer living wage local jobs to local residents. As a Co-Founder & Attorney, Mr. Martin utilizes his expertise in communication and Strategic Analysis to ensure that Catalyst Cannabis Co. has a clearly identifiable representative to act as our face and voice in the community, such that its neighbors, customers, and regulatory bodies will have a clear and open pathway to initiate discourse with the Company. 

John Luessenhop, CFO

John Luessenhop, Jr. has been an integral part of Catalyst Cannabis Co.’s successful strategy and exponential growth. Since joining Catalyst Cannabis Co. in September 2019, John has helped guide the company from approximately $10M in sales to a future run rate that now exceeds $150M. Prior to joining Catalyst Cannabis Co., Mr. Luessenhop enjoyed a successful motion picture career that included writing and directing two movies opening as “U.S. Box Office” #1 placeholders: Takers (2010) and Texas Chainsaw 3D (2013). Mr. Luessenhop is an alumnus of the University of Virginia and Georgetown University Law Center. He began his professional career as a corporate attorney in New York City, where he specialized in structured finance and continues to serve as a financial advisor to many high-profile clients. Mr. Luessenhop is highly respected in the fields of finance and cannabis; his combined expertise in those two industries provide a unique and valuable perspective to the Company. 

Anthony Almaz, Secretary, Director

Anthony Almaz has served as general counsel of Cannabis Catalyst Co. since April 2022. As general counsel, Mr. Almaz is responsible for providing strategic legal guidance to the executive team and department directors of Cannabis Catalyst Co. During his tenure, Anthony Almaz has assisted in, and led, the negotiation and procurement of credit facilities, real estate interests, and dispensary acquisitions that have been key to Catalyst Cannabis Co.’s growing success. Mr. Almaz has also assisted in finding additional sources of revenue and scale with the development of Catalyst Cannabis Co.’s management and licensing service offerings.

Mr. Almaz is an alumnus of California State University, Long Beach, where he earned his degree in business finance, and Loyola Law School, Los Angles, where he earned his J.D. and Tax LLM. After graduating law school, Mr. Almaz worked as international tax consultant at Deloitte as part of its prestigious Global Strategies Group. There, he helped develop and implement global tax strategies for large multinational corporations that provided long-term sustainable effective tax rate reduction. After leaving Deloitte, Mr. Almaz opened his legal practice where he advised and small and medium-sized businesses, including cannabis businesses, on a multitude of transactional matters, including real estate, tax, regulatory compliance, and debt financing.

Mr. Almaz’s exposure to a broad range of complex legal matters impacting businesses large and small, combined with his experience helping Catalyst Cannabis Co. navigate the ever-changing cannabis regulatory landscape, makes him an invaluable asset to the company.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

As of December 31, 2023 our officers and directors have not received any compensation. Further, the company does not plan to directly compensate its officers and directors at this time. Instead, each executive officer will only be compensated through their concurrent employment with South Cord Holdings.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of the date of this Offering Circular, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock:

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Consulting Agreement

The company and South Cord Management LLC, a California limited liability company (Catalyst Cannabis Co.’s wholly-owned subsidiary) entered into consulting agreement on January 25, 2024 pursuant to which the company will retain Catalyst Cannabis Co. as an independent contractor tasked with assisting in the company’s efforts in procuring cannabis dispensary licenses and providing services necessary for the operation of a dispensary in exchange for a fee. Under the consulting agreement, Catalyst Cannabis Co.’s will: (i) identify counties and municipalities that are expected to issue cannabis dispensary licenses; (ii) analyze and report any material information related to the cannabis licensing program in the upcoming jurisdictions; (iii) take all reasonably necessary steps on behalf of the company to position the company as a competitive applicant, and (iv) work with the company’s other third-party contractors to the extent necessary to obtain a cannabis dispensary license in those jurisdictions. In the event the company is awarded a cannabis dispensary license, Catalyst Cannabis Co. is expected to provide services necessary for the development and operation of a “Catalyst”-branded dispensary including, but are not limited to: (i) assisting the company in establishing a legally compliant “Catalyst”-branded dispensary; (ii) organize and maintain the company’s books and records; (iii) coordination with regulatory agencies to maintain compliance with applicable laws; and (iv) the hiring and retention of key personnel for the dispensary operations.

Under the terms of the agreement, the company retains for itself the have final decision-making authority on all actions impacting the company. The term of the consulting services agreement began on January 25, 2024 and is set to expire on the third (3^rd) anniversary, which shall automatically renew for additional three (3) year periods unless otherwise terminated in accordance with the terms of the agreement. Finally, as compensation for the services rendered under the agreement, South Cord Management LLC shall retain an amount equal to one percent (1%) of the monthly gross revenue of any retail dispensary owned by the company and made part of the agreement.

Master Trademark and Licensing Agreement

Contemporaneously with the execution of the consulting services agreement, the company and South Cord Holdings LLC entered into a master trademark and licensing agreement. Under the agreement, South Cord Holdings LLC granted the company the right to use the “Catalyst” and “Weed for the People” trademarks at any retail dispensary owned, operated, or controlled by the company in exchange for a one percent (1%) of the gross revenue of the monthly gross revenue of any retail dispensary owned by the company using the “Catalyst” trademarked name. The licensing agreement runs parallel to the consulting services agreement and shall terminate or expire along the expiration or termination of the consulting services agreement.

We believe these contractual agreements add significant value to the company. First, rather than building the necessary infrastructure to sustain on-going business operations, the company can leverage Catalyst Cannabis Co.’s current infrastructure at a reduced cost. Second, rather than investing in a new brand in a relatively mature market, the company’s dispensaries will benefit from immediate brand awareness using the “Catalyst” and “Weed for the People” trademarks. Finally, the company would also benefit from Catalyst Cannabis Co.’s centralized distribution system, which would allow the company to supply its dispensaries with cannabis products on favorable terms, and at prices that are at, or below, what it could otherwise obtain as a newly established business.

SECURITIES BEING OFFERED

General

The company is offering shares of Common Stock in this offering. The following description summarizes important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of the company’s Certificate of Incorporation (the “Certificate of Incorporation”), and its Bylaws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular forms a part.

At the date of this Offering Circular the company is authorized to issue 15,000,000 shares of Common Stock. 5,000,000 shares of Preferred Stock. To date 3,000,000 shares of Common Stock have been issued and no preferred stock has been issued.

Common Shares

Voting Rights

Holders of Common Stock are entitled to one vote per share.

Dividend Rights and Right to Receive Liquidation Distributions

Subject to the prior rights of any other class ranking senior to the Common Stock, the shares have a right to receive dividends, if declared by the board of directors, and any amount payable on any distribution of assets constituting a return of capital and to receive the remaining property and assets of the company on the liquidation, dissolution or winding-up of the company, whether voluntarily or involuntarily, or any other distribution of assets upon winding up.

Rights and Preferences

Holders of the Common Stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to such shares.

Preferred Shares

As of the date of this Offering Circular, no preferred shares have been issued. The company’s Certificate of Incorporation grants authority to the Board of Directors of the company to authorize the issuance of one or more series of preferred stock, to fix the number of shares, and to determine the voting powers, designations, preferences, and other rights associated with any such series of preferred stock.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the Commission. We will make annual filings on Form 1-K, which will be due by April 30 each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the Commission.

All these filings will be available on the Commission’s EDGAR filing system. You should read all the available information before investing.

PART II – AUDITED FINANCIALS

WFTP VENTURES INC.

FINANCIAL STATEMENTS

FROM INCEPTION TO DECEMBER 31, 2023

TOGETHER WITH

INDEPENDENT AUDITORS’ REPORT

WFTP VENTURES INC.

TABLE OF CONTENTS

	INDEPENDENT AUDITORS’ REPORT
	To the Board of Directors and Management of WFTP Ventures, Inc. Long Beach, CA   Opinion   We have audited the financial statements of WFTP Ventures Inc. (“the Company”) (a Delaware corporation), which comprise the balance sheet as of December 31, 2023 and the related statements of operations, stockholder’s deficit, and cash flows for the period from July 20, 2023 (inception) to December 31, 2023, and the related notes to the financial statements.   In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of WFTP Ventures Inc. as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Members of: WSCPA AICPA PCPS   802 North Washington PO Box 2163 Spokane, Washington 99210-2163   P 509-624-9223 TF 1-877-264-0485 mail@fruci.com www.fruci.com	Basis for Opinion   We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of WFTP Ventures, Inc. and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.   Substantial Doubt About the Company’s Ability to Continue as a Going Concern   The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not commenced its principal operations, anticipates significant capital requirements, has not generated any revenue, and has disclosed that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
	Responsibilities of Management for the Financial Statements   Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.   In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about WFTP Ventures Inc.’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Spokane, Washington

February 13, 2024

WFTP VENTURES INC.

BALANCE SHEET

December 31, 2023

See accompanying notes to the financial statements

WFTP VENTURES INC.

STATEMENT OF OPERATIONS

Inception to December 31, 2023

See accompanying notes to the financial statements

WFTP VENTURES INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

Inception to December 31, 2023

See accompanying notes to the financial statements

WFTP VENTURES INC.

STATEMENT OF CASH FLOWS

Inception to December 31, 2023

See accompanying notes to the financial statements

WFTP VENTURES, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: NATURE OF OPERATIONS

WFTP Ventures Inc. (the “Company”) is a Delaware corporation formed on July 20, 2023 that intends to operate retail cannabis dispensaries in California. The Company is seeking out and has identified, licenses of non-operational cannabis dispensaries that it intends to acquire. Once acquired, the Company will open the dispensary associated with the license.

Going Concern and Management’s Plans

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues as of December 31, 2023. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

The Company’s ability to continue as a going concern in the next 12 months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

The Company has a limited operating history and has not yet generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include: recession, downturn or otherwise, government policy changes, changes to minimum wages and employee benefit requirements, consumer tastes and trends in our market, or negative press. These adverse conditions could affect the Company’s financial condition and the results of its operations. The cannabis market in California is highly regulated. The California Department of Cannabis control has established procedures for obtaining licenses. Under this system a limited number of dispensary licenses are issued for the state and are valuable commodities regardless of whether a dispensary is actually opened. As such, adverse conditions may arise, if state or local governments restricted the Company from obtaining said licenses.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s year-end is December 31.

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid securities with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2023, the Company has no cash and cash equivalents.

Deferred offering costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with equity financings as deferred offering costs until the equity financings are consummated. After consummation, these deferred costs are recorded within equity as a reduction in proceeds from the offering. Should a planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statement of operations. See Note 5.

Fair Value of Financial Instrument

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2023. Fair values for these items were assumed to approximate carrying values because of their short term in nature or they are payable on demand.

Revenue Recognition

ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information. about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

The Company will recognize revenue when control of the promised goods or services is transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company will apply the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 1) identify the contract with a customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction price to performance obligations in the contract; and 5) recognize revenue as the performance obligation is satisfied. No revenue has been generated to date.

Income Taxes

The Company applies ASC 740 Income Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax expense for the period, if any and the change during the period in deferred tax assets and liabilities. As of the date of these financial statements, no tax returns have been filed.

ASC 740 also provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination by the relevant taxing authority based on its technical merit.

NOTE 3: RELATED PARTY TRANSACTION

Related Party Advances

From time to time, monies are advanced to the Company by the Company’s shareholder, South Cord Holdings, LLC, which are used to fund operations. As of December 31, 2023, the amounts due to the shareholder were $39,550. The advances are due on demand and do not incur interest. Subsequent to December 31, 2023, there have been no additional advances by the shareholder.

Licensing and Services Agreements

On January 25, 2024, the Company signed a Master Trademark and Licensing Agreement with South Cord Holdings LLC, which granted the Company the right to use the “Catalyst” and “Weed for the People” trademarks at any retail dispensary owned, operated, or controlled by the Company in exchange for a one percent (1%) of the gross revenue of the monthly gross revenue of any retail dispensary owned by the Company using the “Catalyst” trademarked name.

Parallel to this agreement, the Company entered into consulting agreement with South Cord Holdings LLC on January 25, 2023 pursuant to which the Company will retain Catalyst Cannabis Co. as an independent contractor tasked with assisting in the Company’s efforts in procuring cannabis dispensary licenses and providing services necessary for the operation of a dispensary in exchange for a fee consisting of 1% of the monthly gross revenue for each of the respective business it provides services to.

The agreements can be terminated upon mutual agreement; for cause or upon the three-year anniversary date. If not terminated, the agreements can be renewed for three successive three-year periods.

NOTE 4: COMMITMENTS AND CONTINGENCIES

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.

NOTE 5: STOCKHOLDER’S EQUITY

The Company is authorized to issue 15,000,000 shares of common stock, and 5,000,000 shares of preferred stock. Both have a par value of $0.00001.

Upon inception, the Company issued 3,000,000 shares of common stock to its founders, South Cord Holdings LLC, for a $30 subscription receivable.

The Company has plans to offer under Regulation A up to 2,000,000 shares of Common Stock on a “best efforts” basis at a price of $10.00 per share. The Company intends the offering to continue for up to one year following qualification by the SEC, or until sooner terminated by the Company. There is no minimum investment required to be received by the Company to close on any investment.

In connection with the pending offering, the Company has engaged a broker-dealer to assist with the offering. Under the terms of the agreement, the broker-dealer will receive cash consideration of $25,000 and 1% of the total amount raised by the Company. As of December 31, 2023, the broker-dealer has been paid $19,000 which is recorded as a deferred offering cost.

In addition, as of December 31, 2023 $20,000 has been paid to other parties for due diligence and disclosure compliance services, which has also been recorded as a deferred offering cost

NOTE 6: SUBSEQUENT EVENTS

Management has evaluated all subsequent events through February 9, 2024, the date the financial statements were available to be issued and determined there are no other material events requiring disclosure or adjustment to the financial statement other than those listed below.

See Note 3 for discussion of subsequent events.

PART III

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Long Beach, California on 13 February, 2024.

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

37

Exhibit 1

Broker-Dealer Agreement

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between WFTP Ventures Inc. (“Client”), a California Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 5, 2023 (the “Effective Date”):

WHEREAS, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via exemptions from registration with the Securities Exchange Commission (“SEC”);

WHEREAS, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and

WHEREAS, Client recognizes the benefit of having Dalmore as a broker dealer of record and service provider for investors who participate in the Offering (collectively, the “Investors”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment, Term, and Termination.

2. Compensation. As compensation for the Services, Client shall pay to Dalmore the following fees:

3. Regulatory Compliance

FINRA Corporate Filing Fee for this $20,000,000, best efforts offering will be $3,500 and will be a pass-through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing. This fee is due and payable prior to any submission by Dalmore to FINRA.

4. Role of Dalmore. Client acknowledges and agrees that Dalmore’s sole responsibilities in connection with an Offering are set forth on Exhibit A, and that Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and is not being engaged by the Client to act as an underwriter or placement agent in connection with the Offering. Dalmore will use commercially reasonable efforts to perform the Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity; (ii) does not guarantee the performance of any Investor; (iii) is not soliciting or approaching investors in connection with the Offering, (iv) is not an investment adviser, does not provide investment advice and does not recommend securities transactions, (v) in performing the Services is not making any recommendation as to the appropriateness, suitability, legality, validity or profitability of the Offering, and (vi) does not take any responsibility for any documentation created and used in connection with the Offering.

5. Indemnification. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

6. Confidentiality. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor, but shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient. During the term of this Agreement and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

7. Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

If to the Client:

WFTP Ventures Inc.

401 Pine Avenue

Long Beach, CA 90802

Attn: Griffin Rotman,

Tel#: + 1 (562) 370-3780

Email: grotman@roystonecapital.com

If to Dalmore:

Dalmore Group, LLC

530 7th Avenue, Suite 902

New York, NY 10018

Attn: Etan Butler, Chairman

Tel: 917-319-3000

Email: etan@dalmorefg.com

8. Miscellaneous.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit A

Services:

7

Exhibit 2.1

Certificate of Incorporation

OF

WFTP Ventures Inc.

Article I

Name of Corporation

The name of this corporation is: WFTP Ventures Inc.

Article II

Registered Office

The address of the registered office of the corporation in the State of Delaware is 838 Walker Road, Suite 21-2, Dover, County of Kent, Delaware 19904, and the name of its registered agent at that address is Registered Agent Solutions, Inc.

Article III

Purpose

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

Article IV

Authorized Capital Stock

Section 1. Authorized Capital. This corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that this Corporation is authorized to issue is Twenty Million (20,000,000), consisting of Fifteen Million (15,000,000) shares of Common Stock, par value $0.00001 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $0.00001 per share.

Section 2. Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The board of directors (the “Board of Directors”) of this corporation is expressly authorized to provide for the issue of all or any of the remaining shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares issued of any series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V

INCORPORATOR

The name and mailing address of the incorporator of the corporation is:

Elliot Lewis

401 Pine Avenue

Long Beach, CA 90802

ARTICLE VI

Board Power Regarding Bylaws

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the corporation.

ARTICLE VII

Election of directors

Elections of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

Article VIII

Liability And Indemnification

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (the “Delaware Law”), a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The corporation shall indemnify, in the manner and to the fullest extent permitted by the Delaware Law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The corporation may indemnify, in the manner and to the fullest extent permitted by the Delaware Law, any person (or the estate of any person) who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether or not by or in the right of the corporation, and whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Expenses incurred by any such director, officer, employee or agent in defending any such action, suit or proceeding may be advanced by the corporation prior to the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified as authorized by the Delaware Law and this Article VIII. The corporation may, to the fullest extent permitted by the Delaware Law, purchase and maintain insurance on behalf of any such director, officer, employee or agent against any liability which may be asserted against such person. To the fullest extent permitted by the Delaware Law, the indemnification provided herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement and, in the manner provided by the Delaware Law, any such expenses may be paid by the corporation in advance of the final disposition of such action, suit or proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses to the fullest extent permitted by the Delaware Law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

No repeal or modification of the foregoing paragraph shall adversely affect any right or protection of a director of the corporation existing by virtue of the foregoing paragraph at the time of such repeal or modification.

Article IX

Corporate Power

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the Delaware General Corporation Law, does make and file this Certificate.

Dated: July 20, 2023

3

Exhibit 2.2

BYLAWS

OF

WFTP VENTURES INC.

ARTICLE 1

OFFICES

1.1 Registered and Other Offices. In addition to the corporation’s registered office set forth in the certificate of incorporation, the Board of Directors of the corporation (the “Board of Directors”) may at any time establish other offices at any place or places where the corporation is qualified to do business, where the Board of Directors may from time to time determine, or where the business of the corporation may require.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

2.1 Place of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (the “DGCL”).

2.2 Annual Meeting.

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section.

(b) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.2(a)(iii) above, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation; (ii) such other business must be a proper matter for stockholder action under the DGCL and applicable law; (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this paragraph), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice; and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this Section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90^th) day nor earlier than the close of business on the one hundred twentieth (120^th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 14a- 4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner; (ii) the class and number of shares of the corporation that are owned beneficially and of record by such stockholder and such beneficial owner; and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

(c) Notwithstanding anything in the second sentence of Section 2.2(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10^th) day following the day on which such public announcement is first made by the corporation.

(d) Only such persons who are nominated in accordance with the procedures set forth in this Section (or elected or appointed pursuant to Article IV of these Bylaws) shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

(e) Notwithstanding the foregoing provisions of this Section, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(f) For purposes of this Section, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13, 14 or 15(d) of the 1934 Act.

2.3 Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by directors representing a quorum of the directors then serving on the Board of Directors or (iv) by the holders of shares entitled to cast not less than 50% of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

(b) If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 2.4 of these Bylaws. Nothing contained in this Section 2.3(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

2.4 Notice of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his or her attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

2.5 Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, or by the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except as otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

2.6 Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting pursuant to the Certificate of Incorporation, these Bylaws or applicable law. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7 Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 2.9 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

2.8 Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting (including giving consent pursuant to Section 2.10) shall have the following effect: (a) if only one (1) votes, his or her act binds all; (b) if more than one (1) votes and the vote is not evenly split, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

2.9 List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

2.10 Action Without Meeting.

(a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b) Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c) Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL. If the action to which the stockholders consented is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d) An electronic mail, facsimile or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section, provided that any such electronic mail, facsimile or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the electronic mail, facsimile or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic mail, facsimile or electronic transmission. The date on which such electronic mail, facsimile or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic mail, facsimile or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic mail, facsimile or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

2.11 Organization.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so by the Chief Executive Officer, shall act as secretary of the meeting.

(b) The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE 3

DIRECTORS

3.1 Number and Term of Office; Election. The Board of Directors shall consist of not less than three (3) directors and not more than five (5) directors as fixed from time to time solely by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient. Unless otherwise required by the Certificate of Incorporation, the election of directors shall be by written ballot. If authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, the election of directors shall be decided by a majority of the votes cast at a meeting of the stockholders, at which a quorum is present, by the holders of stock entitled to vote in the election; provided, however, that, if the Secretary determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders, at which a quorum is present, held to elect directors and entitled to vote on such election of directors. For purposes of this Section 3.1, a majority of the votes cast means that the number of shares voted “for” a nominee must exceed the votes cast “against” such nominee’s election. If a nominee for director who is not an incumbent director does not receive a majority of the votes cast, the nominee shall not be elected.

3.2 Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

3.3 Term of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders to serve until the next annual meeting of stockholders and his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. No person entitled to vote at an election for directors may cumulate votes to which such person is entitled.

3.4 Vacancies. Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director; provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

3.5 Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

3.6 Removal. Subject to any limitations imposed by applicable law, the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to elect such director.

3.7 Meetings

(a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, or by electronic mail or other electronic means. No further notice shall be required for a regular meeting of the Board of Directors.

(b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board of Directors, the Chief Executive Officer (if a director), the President (if a director) or any director.

(c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d) Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, by facsimile, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting. If notice is sent by U.S. mail, it shall be sent by first-class mail, postage prepaid at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

3.8 Quorum and Voting.

(a) Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the total number of directors then serving; provided, however, that such number shall never be less than one-third (1/3) of the total number of directors authorized except that when one director is authorized, then one director shall constitute a quorum. At any meeting, whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting. If the Certificate of Incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in this Section to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Bylaws.

3.9 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

3.11 Committees.

(a) Committee Appointment. The Board of Directors may appoint one or more committees, each committee to consist of one or more of the directors of the corporation. Such committee, to the extent permitted by law and provided in the resolution of the Board of Directors, shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, including if applicable, the authority to exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and to authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

(b) Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of Section 3.11(a) above may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such director or directors constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(c) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of any committee appointed pursuant to this Section shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

3.12 Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the Chief Executive Officer (if a director), or if the Chief Executive Officer is not a director or is absent, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, any Assistant Secretary directed to do so by the Chief Executive Officer, shall act as secretary of the meeting.

ARTICLE 4

OFFICERS

4.1 Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chief Executive Officer, the Secretary, and the Chief Financial Officer or Treasurer, all of whom shall be elected or appointed from time to time by the Board of Directors. The Board of Directors may also appoint a President, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

4.2 Tenure and Duties of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected or appointed and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors, or by the Chief Executive Officer or other officer if so authorized by the Board of Directors.

(b) Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no Chief Executive Officer and no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section.

(c) Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The Chief Executive Officer shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The person serving as Chief Executive Officer shall also be the acting president, secretary and/or treasurer of the corporation, as applicable, whenever no other person is then serving in any such capacity.

(d) Duties of President. In the absence or disability of the Chief Executive Officer or if the office of Chief Executive Officer is vacant, the President shall preside at all meetings of the stockholders and (if a director) at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. If the office of Chief Executive Officer is vacant, the President shall be the chief executive officer of the corporation (including for purposes of any reference to Chief Executive Officer in these Bylaws) and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(e) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

(g) Duties of Chief Financial Officer or Treasurer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.

4.3 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

4.4 Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the Chief Executive Officer or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

4.5 Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written or electronic consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE 5

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

5.1 Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation. All checks and drafts drawn on banks or other depositaries of funds to the credit of the corporation or on special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

5.2 Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE 6

SHARES OF STOCK

6.1 Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of shares of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the corporation, including but not limited to the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be facsimiles or electronic signatures. In case any officer, transfer agent, or registrar who has signed or whose facsimile or electronic signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

6.2 Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

6.3 Restrictions on Transfer.

(a) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the sale, transfer, assignment, pledge, or other disposal of or encumbering of any of the shares of stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a “Transfer”) of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

(b) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(c) If the stockholder desires to sell or otherwise Transfer any of his or her shares of stock, then the stockholder shall first give written notice thereof to the corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed Transfer.

6.4 Fixing Record Dates.

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

(b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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

6.5 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 7

DIVIDENDS

7.1 Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

7.2 Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE 8

FISCAL YEAR

8.1 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE 9

INDEMNIFICATION

9.1 Indemnification of Directors, Executive Officers, Employees and Other Agents.

(a) Directors and Executive Officers. The corporation shall indemnify its directors and executive officers (for the purposes of this Article, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 1934 Act) to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under paragraph (d) of this Section.

(b) Other Officers, Employees and Other Agents. The corporation shall have power to indemnify its other officers, employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person except executive officers to such officers or other persons as the Board of Directors shall determine.

(c) Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or executive officer of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding; provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 9.1(e), no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Section shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Section to a director or executive officer or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Section shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f) Survival of Rights. The rights conferred on any person by this Section shall continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Section.

(h) Amendments. Any repeal or modification of this Section shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i) Saving Clause. If this Section or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and executive officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law. If this Section shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and executive officer to the full extent under applicable law.

(j) Certain Definitions. For the purposes of this Section, the following definitions shall apply:

(i) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii) The term “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(iv) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Section.

ARTICLE 10

NOTICES

10.1 Notices.

(a) Notice to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Section 2.4 of these Bylaws. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by United States mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

(b) Notice to Directors. Any notice required to be given to any director may be given by the method stated in paragraph (a) of this Section, or as provided for in Section 3.7 of these Bylaws. If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(e) Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f) Notice to Stockholders Sharing an Address. Except as otherwise prohibited under DGCL, any notice given under the provisions of DGCL, the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the corporation within 60 days of having been given notice by the corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.

ARTICLE 11

AMENDMENTS

11.1 Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE 12

LOANS TO OFFICERS

12.1 Loans to Officers. Except as otherwise prohibited under applicable law, the corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE 13

MISCELLANEOUS

13.1 Annual Report. If and so long as there are fewer than one hundred (100) holders of record of the corporation’s shares, any state law requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived, to the extent permitted.

13.2 Forum. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders; (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the DGCL, the certificate of incorporation or the Bylaws of the corporation; or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.

13.3 Cooperation with Licensing. Each stockholder shall use best efforts to cooperate as required or requested by the Corporation with respect to any regulatory or other licensing obligations applicable to the stockholders of a corporation engaged in commercial cannabis activities. The Corporation shall reimburse stockholders for reasonable documented out-of-pocket costs incurred by stockholders in connection with any such cooperation.

13.4 Facsimile or Electronic Signature. In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically authorized in these bylaws, facsimile or electronic signatures of any stockholder, director or officer of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

WFTP VENTURES INC.

CERTIFICATE OF SECRETARY

I hereby certify: that I am the duly elected and acting Secretary of WFTP Ventures Inc., a Delaware corporation (the “Company”); and that the foregoing Bylaws are a complete and accurate copy of the Bylaws of the Company as duly adopted by the Board of Directors by Unanimous Written Consent dated July 20, 2023, and said Bylaws are presently in effect.

Executed on July 20, 2023.

Exhibit 6.1

Execution Version

MASTER CONSULTING SERVICES AGREEMENT

This Master Consulting Services Agreement (the “Agreement”) is hereby made and entered into as of January 25, 2024 (the “Effective Date”), by and between WFTP Ventures, Inc., a Delaware corporation (the “Company”), and South Cord Management LLC a California limited liability company (the “Consultant”). Company and Consultant are each referred to herein as “Party” and are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, Company desires to own and operate cannabis retail dispensaries throughout California.

WHEREAS, Company is aware that numerous California counties and municipalities are in the process of issuing Licenses for the operation of a cannabis dispensary and Company desire to obtain such Licenses in those jurisdictions identified in Appendix B (the “Jurisdictions” or individually referred to as a “Jurisdiction”), which may be amended from time to time.

WHEREAS, in the event Company is awarded a license from one or all of the Jurisdictions, Company intends on establishing a cannabis retail business (“Business” or individually referred to as a “Businesses”) in compliance with Applicable Law.

WHEREAS, Consultant has significant expertise and is engaged in the business of, inter alia, applying for and being awarded Licenses and the operation of cannabis businesses.

WHEREAS, Consultant will provide certain management, advisory services, and consulting services to Company for the procurement of Licenses from the Jurisdictions and the operation of the Businesses as provided for herein, in exchange for the fees and/or other consideration as set forth in this Agreement and related agreements that shall be incorporated herein by reference, attached as exhibits, and as may be from time to time reduced to a writing between, and signed by, both Parties; and.

NOW, THEREFORE, in consideration of the foregoing recitals and the representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Description of Services; Power and Authority of Consultant. Company hereby engages Consultant to assist Company in the procurement of Licenses from the Jurisdictions and to oversee, manage, and maintain the operations of the Businesses as more specifically provide in Attachment A hereto (the “Services”). The Services shall, at all times, comply with all Applicable Law. Consultant shall perform the Services using its best efforts and consistent with industry practices. Subject to restrictions and limitations otherwise set forth in this Agreement, Consultant shall have the power, authority and reasonable discretion to make regular operational business decisions related to the Business for the purposes of fulfilling its obligations under this Agreement.

2. Compensation for Services.

(a) As compensation for the Services hereunder, Consultant shall retain an amount equal to one percent (1%) of the monthly Gross Revenue of each of the respective Businesses (the “Consulting Fee”) it provides the Services to.

Master Consulting Services Agreement

(b) In addition, Company shall reimburse all out-of-pocket expenses directly related to the performance of the Services (the “Service Fees”); provided, however, that such Services Fees shall not exceed $1,000.00 with respect to a particular Business in a calendar month without the prior written consent of Company.

(c) Consultant will provide Company with the Fee Statement and Company shall pay any such amounts within thirty (30) days after the end of each calendar quarter during the Term (or earlier termination or expiration of this Agreement).

(d) Notwithstanding anything to the contrary herein, each Party shall be responsible for any taxes imposed on, or with respect to, its own income, revenues, gross receipts, personnel, or real or personal property or other assets.

3. Business Obligations; Maintenance of Operations.

(a) Obligations of the Parties.

(i) During the Term, the Parties shall cooperate in good faith with each other in all reasonable respects in matters relating to this Agreement in furtherance of the Businesses.

(ii) Each Party shall comply, at all times, with all applicable laws, statutes, ordinances, codes, rules, regulations, judicial and administrative decisions, orders, injunctions, decrees or judgments of any federal, state, county or local government (or any agency thereof), as enacted and in effect from time to time, but excluding the federal Controlled Substances Act to the extent it conflicts with state or local law (collectively, “Applicable Law”) in performing its respective duties pursuant to this Agreement and shall use its best efforts to cause the Businesses to comply with Applicable Law at all times to the extent such efforts are within the scope of such Parties duties.

(b) Obligations of Company.

(i) Company shall furnish to Consultant such information in connection with the Business (all such information so furnished being referred to hereinafter as the “Information”) as Consultant reasonably requests in furtherance of the performance of Services hereunder. Company recognizes and confirms that Consultant will use and rely on the Information in performing the Services without having independently verified the same and does not assume any responsibility or other obligation for the accuracy or completeness of any Information provided by Company.

(ii) Company shall maintain its, and the Businesses, legal entity in good standing.

(iii) Unless otherwise delegated to Consultant elsewhere in this Agreement, Company shall take any and all necessary and prudent steps to satisfy any reasonable obligation necessary for the continued operation of the Businesses.

(c) Obligations of Consultant.

(i) During the Term, Consultant shall assist with the management, payment and remittance of all costs, obligations, liabilities, and expenditures associated with the Services and operation of the Business, including without limitation: (i) all employees, subcontractors, partners, or agents (the “Personnel”) engaged, retained, or hired by Consultant in connection with the Services, (ii) insurance for Personnel and the Business, (iii) all taxes including employment taxes, Sales Tax and Excise Tax, (iv) regulatory costs including but not limited to license renewal fees for the Licenses and any modification fees incurred in connection with the operation of the Business, (v) operating expenses, (vi) cost of goods; (viii) rent or mortgage costs for the Premises, and (ix) all other costs, liabilities or other obligations of any kind, character, nature or description associated with the Businesses, the Licenses, and the Premises (whether or not absolute, contingent, matured, liquidated, unliquidated, accrued, known, unknown, direct, indirect, derivative or otherwise).

Master Consulting Services Agreement

(d) Consultant agrees to provide reasonable assistance in the preparation of tax returns for each applicable period during the Term of this Agreement as it relates to the Business. This assistance shall include: (i) gathering and organizing financial documents and records necessary for tax preparation; (ii) coordinating with Company or Businesses’ representatives; (iii) providing access to relevant financial records; (iv) assisting in the completion of required tax forms and schedules; (v) facilitating communication with external tax advisors or tax authorities; and (vi) ensuring that tax returns are filed in a timely manner. Notwithstanding the foregoing, Company acknowledges that Consultant is not a tax advisor or accounting firm and shall not provide legal, tax, or accounting advice related to the Businesses.

(e) As part and parcel to this Agreement, and to the extent reasonably necessary to obtain a cannabis license in the City of Santee, as determined in Consultant’s sole and absolute discretion, South Cord Holdings LLC agrees to work with Company to assign its right to occupy right to occupy 8625 Cuyamaca St, Santee, CA 92071 for purposes of operating a cannabis retail dispensary.

4. Limited Agency / Nonexclusively. Subject to Company’s written approval, Consultant shall have the authority to bind Company to any contract, agreement, or otherwise outside the ordinary course of business. Until such time as Company provides such written approval, no terms of any unapproved contract or agreement shall be binding.

5. Confidential Information. The Parties shall have the following rights and obligations with regard to Confidential Information (as defined below):

(a) Protection of Information. The Parties understand that during the Term, the Parties intend to provide each other with certain information, including Confidential Information (as defined below), without which Consultant would not be able to perform Consultant’s duties under this Agreement. At all times during the Term and thereafter, each Party shall hold in strictest confidence, and not use, except for the benefit of Company or Consultant to the extent necessary to perform the Services, and not disclose to any person, firm, corporation or other entity, unless required by Applicable Law or with written authorization from the disclosing Party, any Confidential Information that the receiving Party obtains from the disclosing Party or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Term, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of the receiving Party or of others who were under confidentiality obligations as to the item or items involved. The receiving Party shall not make copies of such Confidential Information except as authorized by the disclosing Party or in the ordinary course of the provision of Services. In the event that any Party or any of its Representatives (as defined below) become legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, court order or similar process or by demand from a Governmental Authority) to disclose any of the Confidential Information, the receiving Party shall provide the disclosing with prompt prior written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or that the disclosing Party waives compliance with the provisions hereof, the receiving Party agrees to furnish only that portion of the Confidential Information which is legally required. Notwithstanding any other term of this Agreement, nothing contained in this Section 5 shall prohibit Company, Consultant or any of their respective Representatives from disclosing Confidential Information, without notice to the other Party, if such disclosure is either (i) required by Applicable Law; or (ii) in connection with the enforcement of any right or remedy relating to this Agreement.

Master Consulting Services Agreement

(b) Confidential Information. The Parties understand that “Confidential Information” means any and all information and physical manifestations thereof not generally known or available outside the disclosing Party and information and physical manifestations thereof entrusted to the disclosing Party in confidence by third parties, whether or not such information is patentable, copyrightable or otherwise legally protectable. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the disclosing Party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the disclosing Party on whom the receiving Party called or with whom the receiving Party became acquainted during the Term), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to the receiving Party by the disclosing Party either directly or indirectly, whether in writing, electronically, orally, or by observation. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain (in a manner not violating this Section 5(b)) prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party without restriction on disclosure or use at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records immediately prior to the time of disclosure; or (iv) is independently developed by the receiving Party by employees or others who did not have any access to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession created in the ordinary course of business.

(c) Third Party Information. The Parties’ agreements in this Section 5 are intended to be for the benefit of the Party disclosing any Confidential Information.

(d) Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the disclosing Party may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

6. Indemnification; Limitation.

(a) Consultant shall indemnify, defend, and hold harmless Company and its Affiliates and their directors, officers, managers, members, agents, representatives, and employees (collectively, the “Representatives”) from and against any and all taxes, losses, damages, liabilities, judgments, penalties, costs and expenses, including attorneys’ fees and other legal expenses (collectively, “Losses”), arising, directly or indirectly, from or out of: (i) any grossly negligent, reckless or intentionally wrongful act or omission of Consultant; (ii) any breach by Consultant of any representations, warranties, covenants or agreements contained in this Agreement; (iii) any failure of Consultant to perform the Services in accordance with Applicable Law; or (iv) any action or failure to act by Consultant that occurred after the Effective Date.

(b) Company shall indemnify, defend, and hold harmless Consultant and its Representatives from and against any and all Losses, arising directly or indirectly from or relating to (i) any grossly negligent, reckless or intentionally wrongful act or omission of Company or their Representatives, (ii) any breach by Company or their Representatives of any of the any representations, warranties, covenants or agreements contained in this Agreement, (iii) all (A) wage and hour liability, (B) workers’ compensation liability, (C) joint employer liability, or (D) liability under any applicable federal, state and local labor and employment laws; and (v) any and all third-party and any governmental claims, damages, liabilities, fines, penalties and expenses, including without limitation documented attorney’s fees and litigation costs, arising from or related to the Business or the Services, except with respect Losses pursuant to this Section 6(b) to the extent such Losses arise directly or indirectly from or in connection with a breach of a representation, warranty, covenant, or agreement of Consultant contained in this Agreement.

Master Consulting Services Agreement

7. Term and Termination.

(a) Term. The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of: (i) by mutual consent of the Parties, (iv) as otherwise provided in Section 7(b) (the “Term”), or (iii) upon the three (3)-year anniversary of the Effective Date, provided that, this Agreement shall automatically renew for successive three (3)-year periods unless otherwise terminated in accordance with the terms herein (each, an “Extension Term”).

(b) Termination for Cause. Company or Consultant may terminate this Agreement only as follows: (i) in the event of a material breach of this Agreement remains uncured for more than thirty (30) days after the receipt of written notice by the non-breaching Party or if such breach cannot reasonably be cured in such thirty (30) days, breaching Party fails to commence or diligently pursues to cure to the reasonable satisfaction of non-breaching Party; (iii) at any time Company or its respective Affiliates is the subject to any action, suit, demand, or investigation instituted by any Governmental Authority as a result of Consultant’s operation of the Business or Consultant’s Services that is not resolved to reasonable satisfaction of the investigated party within ninety (90) days following initiation thereof; (iv) if any Licenses has been revoked.

(c) Effect of Termination. In the event that this Agreement is terminated pursuant to Section 7(b), all rights of Consultant under this Agreement shall terminate and automatically revert to Company. Upon termination of this Agreement, Consultant authorizes Company to execute and submit all such required documents and forms to the Department of Cannabis Control (the “DCC”) and the local jurisdiction, if applicable, as further detailed in Section 10 below and agrees to cooperate with Company to remove itself from the Licenses. Any costs or fees associated therewith shall be the responsibility of Consultant in the event this Agreement is terminated due Consultant’s breach. The termination of this Agreement, for any reason, shall not act as a waiver of any claims, suits, or causes of action of any kind that any Party may have against the other arising out of this Agreement and shall not release either Party from any obligation or liability to the other Party that: (a) has already accrued hereunder; (b) comes into effect due to the termination of this Agreement; or (c) otherwise survives the expiration or termination of this Agreement based upon the express provisions contained in this Agreement.

(d) Survival. Sections 5, 6, and 12(a) shall survive termination or expiration of this Agreement in accordance with their terms.

8. Representations and Warranties.

(a) Representations and Warranties of Consultant. Consultant represents and warrants to Company that: (i) Consultant is a limited liability company, validly existing and in good standing under the laws of the state of California; (ii) Consultant is duly licensed, qualified, and in compliance with all laws (with the exception of federal laws relating to marijuana as a controlled substance) to conduct business and is in good standing in each jurisdiction in which it will operate under this Agreement; (iii) Consultant has the full right, power and authority to enter into this Agreement and to perform fully all of its obligations under this Agreement; (iv) Consultant has authorized the execution of this Agreement by its representative whose signature is set forth at the end hereof; (v) the execution of this Agreement and the performance of the Services contemplated hereby, does not and will not conflict with or result in any breach or default under any other agreement to which Consultant is subject; and (vi) Consultant has the required skill, experience and qualifications to perform the Services as required hereunder. CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT FOR THOSE PROVIDED IN THIS SECTION 8(a). ALL OTHER WARRANTIES EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Master Consulting Services Agreement

(b) Representations and Warranties of Company. Company represents and warrants to Consultant that (i) Company is a limited liability company, validly existing and in good standing under the laws of the state of California; (ii) Company is duly licensed and qualified to conduct business and is in good standing in each jurisdiction in which it will operate under this Agreement; (iii) Company has the full right, power and authority to enter into this Agreement and to perform fully all of its obligations under this Agreement; (iv) Company has authorized the execution of this Agreement by its representative whose signature is set forth at the end hereof; and (v) the execution of this Agreement and the performance of its obligations does not and will not conflict with or result in any breach or default under any other agreement to which Company is subject. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES EXCEPT FOR THOSE PROVIDED IN THIS SECTION 8(b). ALL OTHER WARRANTIES EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

9. Independent Contractor. The Parties acknowledge and agree that, during the term of this Agreement, the relationship created by this Agreement be that of an independent contractor. Consultant is not an employee of Company and shall not be considered as having employee status. Consultant is not entitled to the benefits provided by Company to its employees including, but not limited to, any type of group health insurance or reimbursement plans or any plans or arrangements pertaining to or in connection with any pension, profit sharing or similar benefit. Nothing herein grants or is intended to grant to Consultant any right, title or interest in or to Company, the Premises, or the Business, or divests or is intended to divest Company of any authority or responsibility as otherwise required by Applicable Laws. This Agreement further does not constitute a joint venture or similar arrangement between Company and Consultant. Consultant shall be solely responsible for determining the method, details, and means of performing the Services.

10. Regulatory Disclosure. The Parties acknowledge the contractual relationship contemplated hereby may require regulatory disclosure of Consultant (and its principals) as an “Owner” of the Licenses pursuant to the California Code of Regulations, Title 4, Division 19 (the “Regulations”). The Parties agree to take all required steps to disclose Consultant and its principals as “Owners” to the DCC and the local jurisdiction, if applicable. To such end, Consultant agrees to provide Company with certain personal information relating to Consultant and its principals as is required by law to be disclosed by Company to the DCC and local jurisdiction (as applicable) and hereby authorizes and consents to Company’s submission of all such required personal information to the DCC and local jurisdiction (as applicable), including any required LiveScans. To facilitate the foregoing, Consultant shall ensure that its principals timely complete LiveScans and to completely, accurately, and in good faith provide the personal information as requested by the DCC or the local jurisdiction. Company shall further designate an individual designated by Consultant as the “designated responsible party” of the Licenses (as defined in §15000(t) of the Regulations) to the DCC. The Parties shall cooperate to effectuate this Section 10.

11. Insurance. Consultant shall arrange for, obtain, and maintain, or cause its agents to arrange for, obtain, and maintain, with responsible insurance carriers admitted and licensed to do business in the applicable jurisdiction, such insurance coverage that is reasonably available and customary for the Business in amounts that equal or exceed similarly situated businesses, consistent with industry standards.

Master Consulting Services Agreement

12. Competition and Outside Activities. Consultant shall have any fiduciary obligations with respect to the Company or its affiliates insofar as making other investment opportunities, or establishing similar businesses, that may directly conflict with the Company’s business interests. Consultant may, notwithstanding the existence of this Agreement, engage in whatever activities such Consultant may choose without having or incurring any obligation to offer any interest in such activities to the Company.

13. Miscellaneous.

(a) Choice of Law and Dispute Resolution.

(i) This Agreement shall be governed and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California.

(ii) In the event of any claim, demand, dispute, controversy or cause of action arising out of or relating to any performance required under this Agreement or the interpretation, validity or enforceability hereof (each a “Claim”), the Parties hereto shall use their best efforts to settle the Claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to the parties. If the Claim cannot be settled through negotiation within a period of seven (7) days, the parties agree to submit any and all Claims, or any dispute related in any way to this Agreement and the services rendered hereunder, to binding arbitration before JAMS. The arbitration shall be held in accordance with the JAMS then-current Streamlined Arbitration Rules & Procedures (and no other JAMS rules), which currently are available at: https://www.jamsadr.com/rules-streamlined-arbitration. The arbitrator shall be either a retired judge, or an attorney who is experienced in cannabis commercial contracts and licensed to practice law in California, selected pursuant to the JAMS rules. The parties expressly agree that any arbitration shall be conducted in Sonoma County, California. Each party understands and agrees that by signing this Agreement, such party is waiving the right to a jury. The arbitrator shall apply California substantive law in the adjudication of all Claims. Notwithstanding the foregoing, either party may apply to the Superior Courts located in Sonoma County, California for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision. In no event shall a Claim be adjudicated in Federal District Court. In the event that either party commences a Claim in Federal District Court or moves to remove such action to Federal District Court, the parties hereby mutually agree to stipulate to a dismissal of such Federal Claim with prejudice. After a demand for arbitration has been filed and served, the Parties may engage in reasonable discovery in the form of requests for documents, interrogatories, requests for admission, and depositions. The arbitrator shall resolve any disputes concerning discovery. The arbitrator shall award costs and reasonable attorneys’ fees to the prevailing party, as determined by the arbitrator, to the extent permitted by California law. The arbitrator's decision shall be final and binding upon the parties. The arbitrator’s decision shall include the arbitrator’s findings of fact and conclusions of law and shall be issued in writing within thirty (30) days of the commencement of the arbitration proceedings. The prevailing party may submit the arbitrator’s decision to Superior Courts located in Sonoma County for an entry of judgment thereon. Each party to any dispute shall pay its pro-rata share of the JAMS fees and expenses as set forth in the JAMS fee schedule in effect at the commencement of the arbitration. Any party’s failure to pay their pro-rata share of any JAMS fees and expenses shall not be grounds to delay the appointment of an arbitrator or to stay the arbitration. Further, any failure of a party to pay such fees and/or expenses within 21 days of their due date shall constitute a default by that party, and entitle the non-defaulting party to the entry of a default judgment by the arbitrator against the defaulting party. Any default judgment awarded by an arbitrator shall be fully enforceable, and all defenses to entry, enforcement, or collection upon that default judgment are waived.

Master Consulting Services Agreement

(b) Entire Agreement. This Agreement (and any attachments thereto) sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

(c) Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. No party may assign any of its rights and obligations under this Agreement without the consent of the other Party.

(e) Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in Company’s books and records.

(f) Severability. Any provisions in this Agreement that is deemed invalid or unenforceable to any extent, in any context, in any jurisdiction, will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, each Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law and to otherwise give effect to the intent of the Parties.

(g) Remedies. The Parties acknowledge that violation of this Agreement by a Party may cause the other Party irreparable harm, and therefore that the non-violating Party will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, that a one thousand dollar ($1,000) bond will be adequate), in addition to and without prejudice to any other rights or remedies that the non-violating may have for a breach of this Agreement.

(h) Facilitation of Agreement. The Parties agree to provide and promptly execute, both during and after the end of the Term, any proper forms or documentation, and to verify any proper document, required to carry out the terms of this Agreement, upon the other Party’s written request to do so.

(i) Acknowledgement of Terms. The Parties acknowledge that they have read this Agreement, understands all terms and conditions of this Agreement, had the opportunity to consult with and have consulted with independent legal counsel in connection with this Agreement, and have signed this Agreement voluntarily.

Master Consulting Services Agreement

(j) Non-Reliance. The Parties have entered into this Agreement solely in reliance on their own judgment. The Parties have conducted their own analyses of the legal, accounting, tax, and other implications of this Agreement and consulted such advisors, accountants, and counsel as they have each deemed necessary.

(k) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(l) Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, and all of the counterparts together will be deemed one and the same instrument. This Agreement may be executed and delivered electronically. Electronic execution is binding and shall have the same legal effect, validity and enforceability as a signature affixed by hand pursuant to the Electronic Signatures in Global and National Commerce Act, Title 15 United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and applicable state laws.

(m) Electronic Delivery. Each Party may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law by email or any other electronic means. Each Party hereby consents to (i) conduct business electronically, (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by such Party or a third party designated by such Party.

(n) Reformation. This Agreement and the transactions contemplated herein may be subject to review by one or more governmental agencies, including without limitation, the DCC and any other state or local regulatory agencies (each, a “Governmental Authority”). If a Governmental Authority determines this Agreement must be reformed in order to comply with Applicable Law, the Parties shall negotiate in good faith to so reform this Agreement according to such Governmental Authority’s requirements while effectuating the original intent of this Agreement as near as possible, it being understood by the Parties that the regulatory disclosure of Consultant (and its principals) as “Owners” of Company’s Licenses (within the meaning of §§ 15003 and 15023I(1) of the Regulations) is a material term of this Agreement.

(o) Federal Prohibition. THE PARTIES ACKNOWLEDGE THAT THE POSSESSION, USE, SALE, AND DISTRIBUTION OF CANNABIS PRODUCTS AND THE PERMITTED USE(S) ARE UNLAWFUL UNDER FEDERAL LAW AND AGREES THAT SUCH ILLEGALITY SHALL BE NO DEFENSE TO THE ENFORCEMENT OF THIS LEASE AND THE OBLIGATIONS ARISING THEREFROM INCLUDING BUT NOT LIMITED TO THE PAYMENT OF RENT.

[Signature Page to Follow]

Master Consulting Services Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date first above written.

Signature Page to Master Consulting Services Agreement

Appendix A

Definitions

Appendix A to
Master Consulting Services Agreement

Appendix A to
Master Consulting Services Agreement

Appendix B

Businesses

Appendix B to
Master Consulting Services Agreement

Attachment A

Services

Consultant shall have general management control of the day-to-day operations of the Businesses, including without limitation and in each case as determined by Consultant in its reasonable discretion in accordance with the terms and conditions of this Agreement:

Attachment A to
Master Consulting Services Agreement

14 of 14

Exhibit 6.2

Execution Version

MASTER TRADEMARK & LICENSING AGREEMENT

This Master Trademark & Licensing Agreement (this “Agreement”), effective as of January 25, 2024 (the “Effective Date”), is by and between South Cord Holdings LLC, a California limited liability company (“Licensor”) and WFTP Ventures, Inc., a Delaware corporation, (“Licensee” and, together with Licensor, the “Parties” or each a “Party”).

WHEREAS, Licensor is the owner of the “Catalyst” and “Weed for the People” trade name, trademarks, symbols, emblems, logos, designs, trade dress, slogans, taglines, product names and other designations utilized by Licensor in connection with the operation of cannabis businesses and sale products, as set forth on Schedule I attached hereto (collectively, the “Licensed Marks”); and

WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee, a license to use the Licensed Marks in connection with that certain Master Consulting Service Agreement (“Consulting Agreement”), dated as of the date first written above, between Licensee and South Cord Management LLC, for use in the Businesses (as more specifically defined in the Consulting Agreement) on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, all terms used but not defined elsewhere in this Agreement have the meaning set forth in the Consulting Agreement.

2. License Grant. Subject to this Agreement’s terms and conditions, Licensor hereby grants to Licensee during the Term (as defined below) a non-exclusive license to use, copy, modify, make derivative works of, display, and exploit the Licensed Marks solely in connection with the Businesses and for no other reason, and solely in the form and format provided by Licensor to Licensee for such purpose. No license or rights are granted to Licensee by implication, estoppel, or otherwise, other than as expressly granted by Licensor under this Section.

3. As compensation for the right to use the Licensed Marks, the Licensee agrees to pay an an amount equal to one percent (1%) of the monthly Gross Revenue (as defined in the Consulting Agreement) of each of the respective Businesses that use the Licensed Marks as part of their respective business operations (the “Royalty Fee”), which shall be paid within thirty (30) days after the end of each calendar quarter during the Term (or earlier termination or expiration of this Agreement).

4. Ownership and Protection of Licensed Marks.

(a) Acknowledgment. Licensee acknowledges and agrees that, as between the Parties, (i) Licensor owns and will retain all right, title, and interest in and to the Licensed Marks; and (ii) all use by Licensee of the Licensed Marks under this Agreement, and all goodwill accruing therefrom, will inure solely to the benefit of Licensor. Licensee shall not dispute or challenge or assist any person or entity in disputing or challenging, Licensor’s rights in and to the Licensed Marks or the Licensed Marks’s validity.

(b) Registration and Maintenance. Licensor has the sole right, in its discretion and at its expense, to file, prosecute, and maintain all applications and registrations for the Licensed Marks. Licensee shall provide, at the reasonable request of Licensor and at Licensor’s expense, all necessary assistance with such filing, maintenance, and prosecution.

(c) Enforcement. Licensee shall promptly notify Licensor in writing of any actual, suspected, or threatened infringement, dilution, or other conflicting use of the Licensed Marks by any third party of which it becomes aware. Licensor has the sole right, in its discretion, to bring any action or proceeding with respect to any such infringement, dilution, or other conflict and to control the conduct of, and retain any monetary recovery resulting from, any such action or proceeding (including any settlement). Licensee shall provide Licensor with all assistance that Licensor may reasonably request, at Licensor’s expense, in connection with any such action or proceeding.

(d) Covenant. Licensee covenants that it shall only use the Licensed Marks pursuant to the license granted herein, or with the prior written consent of the Licensor.

(e) Actions of South Cord Management LLC. Notwithstanding anything in this Agreement to the contrary, in no event shall Licensee be in breach of this Agreement with respect to the misuse of the Licensed Marks to the extent that the misuse of the Licensed Marks is attributable to South Cord Management LLC (“Consulting Company”) and made in connection with its obligations under the Consulting Agreement.

5. Representations and Warranties.

(a) Each Party represents and warrants to the other Party that, as of the Effective Date: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary organizational action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

6. Indemnification.

(a) By Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its members, Affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Licensee Indemnified Party”) against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding (“Third-Party Claim”) relating to: (i) Licensor’s breach of this Agreement; or (ii) infringement or misappropriation of any third-party trademark rights by the Licensed Marks.

(b) By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnified Party”) against all Losses arising out of or in connection with any Third-Party Claim relating to: (i) Licensee’s breach of this Agreement.

(c) Indemnification Procedure. A Licensee Indemnified Party or Licensor Indemnified Party (each, as applicable, an “Indemnified Party”) shall promptly notify the Party from whom it is seeking indemnification (“Indemnifying Party”) in writing of any Third-Party Claim for which it is entitled to indemnification under this Section. The Indemnifying Party shall control the investigation and defense of such Third-Party Claim and shall employ counsel reasonably acceptable to the Indemnified Party to handle and defend such Third-Party Claim, at the Indemnifying Party’s expense. The Indemnified Party shall provide all assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party shall not settle any such Third-Party Claim in a manner that adversely affects the rights of the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in and observe the proceedings with counsel of its choice at its own cost and expense.

Master Trademark & Licensing Agreement

7. Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY FOR INDEMNIFICATION UNDER SECTION 6, LICENSOR WILL NOT BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE LICENSED MARKS HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Term and Termination.

(a) Term. This Agreement is effective as of the Effective Date and will continue in effect until expiration or termination of the Consulting Agreement (the “Term”).

(b) Effect of Termination. Upon termination of this Agreement: (i) all rights and licenses granted under this Agreement will automatically and immediately terminate; (ii) Licensee shall promptly cease all use of the Licensed Marks and shall confirm in writing to Licensor that all remaining advertising and promotional materials have been destroyed; and (iii) each Party shall promptly return to the other Party, or at such other Party’s option delete or destroy, all relevant records and materials in such Party’s possession or control containing such other Party’s Confidential Information. Termination of this Agreement will not relieve the Parties of any obligations accruing before the effective date of termination. The Parties’ rights and obligations set forth in Section 4(a) (Acknowledgment), Section 5 (Representations and Warranties), Section 6 (Indemnification), Section 7 (Limitation of Liability), Section 8(c) (Effect of Termination), and Section 9 (General Provisions), and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

9. General Provisions.

(a) Costs and Expenses. Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses in connection with the execution and delivery of this Agreement.

(b) Captions. The article, section and paragraph headings contained in this Agreement are for the convenience of reference only and are not intended to define, limit or describe the scope or intent of any provision of this Agreement.

(c) Entire Agreement. This Agreement, including and together with any related exhibits and schedules, constitutes the sole and entire agreement of Licensor and Licensee with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

Master Trademark & Licensing Agreement

(d) Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with, the laws of the State of California, without regard to any choice- or conflict-of-laws provisions thereof.

(e) Jurisdiction; Attorneys’ Fees. Any controversy or claim, including, without limitation, errors and omissions arising out of, or relating to, this Agreement or breach of this Agreement, will be adjudicated in the state courts of California in the County of Los Angeles. Should an action be brought by either Party to enforce any provision of this Agreement, then the Prevailing Party (as defined below) will be entitled to its costs and reasonable attorneys’ fees incurred in connection with such action. The term “Prevailing Party” means the Party in whose favor final judgment after appeal (if any) is rendered with respect to the claims asserted in the complaint.

(f) Waiver. No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver be a continuing waiver except as expressly provided in this Agreement. No waiver will be binding unless executed by the Party in writing making the waiver. Any Party may waive any provision of this Agreement intended for its benefit; provided, however, such waiver is in writing and will in no way excuse any other Party from the performance of any of its other obligations under this Agreement.

(g) Further Acts. Each Party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be necessary or appropriate to fully carry out the provisions, intent, and purposes of this Agreement.

(h) Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

(i) Notices. All correspondence or notices required or permitted to be given under this Agreement must be in writing, in English, and addressed to the other Party at its principal place of business or to its respective managers. Each Party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the notice has complied with the requirements of this Section.

(j) No Third-Party Beneficiaries. Except for the right of Indemnified Parties to enforce their indemnification rights under Section 6, this Agreement solely benefits the Parties and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

(k) Amendment. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(l) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(m) Counterparts. This Agreement may be executed in counterparts, including by electronic signature and/or delivery, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

[signature page follows]

Master Trademark & Licensing Agreement

Execution Version

The Parties hereby represent and acknowledge that they have been provided with the opportunity to discuss and review the terms of this Agreement with their respective attorneys before signing it and that they are freely and voluntarily signing this document in exchange for the benefits provided herein. The Parties further represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.

Signature Page to Master Trademark Agreement

Execution Version

SCHEDULE I
LICENSED MARKS

TRADEMARK REGISTRATION

Schedule I to Master Trademark & Licensing Agreement

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTING FIRM

We consent to the inclusion in this Offering Statement on Form 1-A, of our audit report dated February 9, 2024, with respect to the balance sheet of WFTP Ventures Inc. as of December 31, 2023, and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from inception on July 20, 2023 to December 31, 2023. Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.

Fruci & Associates II, PLLC

Spokane, Washington

February 13, 2024