Maximum 53,500* Non-Voting Shares ($107,000)

*Maximum subject to adjustment for bonus shares. See 10% Bonus below

Minimum 5,000 Non-Voting Shares ($10,000)

Company	Franny's Distribution Inc

Corporate Address	204 Elk Park Drive, Asheville, NC 28804

Description of Business	This is a CBD and Hemp product distribution company. We distribute to our dispensaries and to wholesale accounts. The distribution center also fills retail orders coming form online purchases.

Type of Security Offered	Non-Voting Shares

Purchase Price of Security Offered	$2

Minimum Investment Amount (per investor)	$300

Perks*

$300 — If you invest $300, you will receive a Franny's Farmacy trucker cap.

$500 — If you invest $500, you will receive Franny's Farmacy trucker cap and T-shirt.

$1,000 — If you invest $1,000, you will receive Trucker Cap, T-Shirt and a 500mg Tincture.

$5,000 — If you invest $5,000, you will receive Trucker Cap, T-Shirt and a 1000mg Tincture.

$10,000 — If you invest $10,000, you will receive Trucker Cap, T-Shirt and a Product Package worth $500.

*All perks occur after the offering is completed.

The 10% Bonus for StartEngine Shareholders

Franny's Distribution Inc. will offer 10% additional bonus shares for all investments that are committed, within 24 hours of this offering going live, by StartEngine Crowdfunding Inc. shareholders who invested over $1,000 in the StartEngine Reg A offering which closed earlier this year.

StartEngine shareholders who invested $1,000 or more in that StartEngine Reg A offering will receive a 10% bonus on this offering within a 24-hour window of this offering’s launch date. This means you will receive a bonus for any shares you purchase. For example, if you buy 100 Non-Voting Shares at $2 / share, you will receive 55 Non-Voting Shares, meaning you'll own 55 shares for $100. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

This 10% bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors received their countersigned StartEngine Crowdfunding Inc. subscription agreement.

CBD wholesale and Ecommerce distribution