Commonwealth Markets Inc.

The Company's prior Offering Statement on Form 1-A expired on March 30, 2023, but the Company continued selling units in multiple series (Mage, Kissed by Fire, Appellate, Sun Kissed Soiree, Tapicat Filly, Grazia, Tshiebwe) between March 30, 2023 and May 10, 2023, constituting unregistered securities sales. The Company subsequently rescinded all such sales and refunded $431,550 to investors. No claims have been asserted to date but civil actions remain possible.

“On March 30, 2023, the Company's Offering Statement on Form 1-A expired. The Company sold units of Series Mage, Series Kissed by Fire, Series Appellate, Series Sun Kissed Soiree, Series Tapicat Filly, Series Grazia and Series Tshiebwe (the "Rescinded Offerings") between March 30, 2023 and May 10, 2023. Because these sales were issued under an expired Offering Statement, they were no longer exempt from registration under federal and state securities laws.”

The Operating Agreement expressly eliminates fiduciary duties of the Manager to investors. The Manager is permitted to consider only its own interests and has no duty or obligation (fiduciary or otherwise) to give consideration to the interests of investors. The Company has not adopted and does not intend to adopt a conflicts of interest policy.

“Our Operating Agreement provides that the Manager, in exercising its rights in its capacity as the Manager, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our Operating Agreement, the Delaware Limited Liability Company Act or under any other law, rule or regulation or in equity.”

The Manager has issued a $300,000 convertible promissory note at 6% per annum to WinStar Ventures LP (affiliate of WinStar Farm, a major co-owner in multiple Series Thoroughbreds). WinStar can convert to Manager equity at $0.39215/share. The Manager also granted WinStar a warrant to purchase 3,620,000 shares for $100,000, exercisable when WinStar places $3 million on the Commonwealth Platform or on a corporate transaction. This creates a financial relationship between the Manager and its primary co-owner/co-manager.

“The Manager, Commonwealth Markets Inc. has issued a convertible promissory note to WinStar Ventures, LP, an affiliate of WinStar Farm ("Ventures"), in the principal amount of $300,000 and bearing interest at 6% per annum. At any time on or after February 19, 2025, Ventures may elect to convert the outstanding principal balance and unpaid accrued interest of the Note into shares of the Manager's common stock at the conversion price of $0.39215 per share.”