CONFIDENTIAL PRIVATE PLACEMENT

MEMORANDUM

CALIFORNIA GREEN TREE DEVELOPMENT LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

Investor_______________________________ PPM No._________________

2

CONFIDENTIAL PRIVATE PLACEMENT OFFERING MEMORANDUM

CALIFORNIA GREEN TREE DEVELOPMENT LLC A California Limited Liability Company

Membership Interests

Summary

This summary highlights information contained elsewhere in the Memorandum. This summary does not

contain all the information that you should consider before investing in the Company’s Membership Interests. You

should read the entire Memorandum carefully, including the information under the heading “Company Specific Risk

Factors”.

California Green Tree Development LLC is a medical marijuana cultivator operating as a for-profit Limited Liability Company (LLC). We will offer a wide variety of cannabis products to our customers,

who have legal identification indicating that they are officially able to purchase medical marijuana

products from a fully-licensed California medical marijuana cultivator. There are approximately 2,700

fully licensed dispensaries in California. California Green Tree Development LLC is positioned to be able to service the entire state.

The Offering

Up to $8,000,000 of the Company's Membership Interests ("Membership Interests") is being offered

representing an aggregate of 18% equity in the Company. The minimum subscription is $50,000 (Fifty Thousand Dollars). The Company reserves the right, in its sole and absolute discretion, to reject any

subscription in whole or in part. Unless sooner terminated by the Company, this Offering will terminate

not later than July 31, 2017, unless extended by the Company, in its sole discretion ("Offering

Termination Date").

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY AUTHORITY, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE PASSED UPON

THE ACCURACY OR ADEQUACY OF THIS CONFIDENTIAL PRIVATE PLACEMENT

MEMORANDUM. THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE,

INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION, AND SHOULD ONLY BE PURCHASED BY THOSE WHO CAN AFFORD TO LOSE THE ENTIRE

INVESTMENT. INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE

FAMILIAR WITH AND UNDERSTAND THE TERMS, RISKS AND MERITS OF THIS OFFERING. SEE "RISK FACTORS" AND "DILUTION."

Offering Price Selling Commissions(1) Proceeds to Company

Per Membership Interest $ 8.89 $0 $ 8.89

Minimum Purchase (2) $ 50,000 $0 $ 50,000.00

Maximum Offering $8,000,000 $0 $8,000,000.00 (3)

(1) While the Company does not plan on using any commissioned sales agent, the Company reserves the right to employ a licensed

broker-dealer

(2) There is no minimum number of Membership Interests that need be sold in the Placement. Proceeds from subscriptions will be

tendered directly to the Company and will be applied to uses described herein. See "Use of Proceeds". There can be no assurance that

the Company can sell all or any specified portion of the Membership Units offered. See "Risk Factors" and "Plan of Distribution."

(3) This amount does not include costs of the offering which consist of legal, accounting, printing, and other related expenses.

3

The Date of this Offering Memorandum is _________ , 2017

IMPORTANT NOTICE TO ALL INVESTORS

The Company urges all investors to read this Memorandum carefully.

The descriptions and summaries of documents in this Memorandum do not purport to be complete and

reference is made to the actual documents (copies of which are available at the offices of the Company) for a complete understanding of what they contain. Also, prospective investors and their representatives

are entitled to ask questions and to receive answers concerning the terms and conditions of this Offering

and may obtain additional information necessary to verify statements in this Memorandum that the Company can obtain without unreasonable effort or expense. Prospective investors and their

representatives will be required to execute a confidentiality agreement before the Company will make

available certain information.

All such requests for additional information must be made in writing and must be acknowledged by the

Company. Except for the Company's response to acknowledged requests, no person is authorized to give

any information or to make any statement not contained in this Memorandum, and, any information or statement not contained herein cannot be relied upon as having been authorized by the Company or its

directors or officers, any affiliates thereof, or any professional advisors thereto.

Each prospective investor should take the opportunity to communicate directly with such investor’s own

legal counsel, accountants and other professional advisors who can help the prospective investor evaluate

the merits and risks of the proposed investment.

All proceeds from the sale of the Membership Interests will be immediately deposited with the Company.

There is no market for the Membership Interests, nor do we expect one to develop.

The Company urges all investors to read this Memorandum carefully. This memorandum has been

prepared exclusively by the Company and the Company assumes all responsibility for any errors or omissions contained herein either by reason of negligence or intention. All information contained herein

is provided by and is the responsibility of the Company.

For further information, contact the Company’s Manager, Marshall Field 818-224-2800

4

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1934, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE

SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION FOR

TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING. AS PROVIDED UNDER RULE 506(c) OF REGULATION D, THE SECURITIES SOLD IN THIS OFFERING WILL BE SUBJECT TO

RULE 144 AND RESTRICTED FROM SALE.

THE SECURITIES OFFERED HEREBY WILL BE SOLD ONLY TO PURCHASERS WHO MEET

CERTAIN MINIMUM SUITABILITY STANDARDS ESTABLISHED BY THE COMPANY AND

WHO ARE “ACCREDITED INVESTORS” AS THAT TERM IS DEFINED IN REGULATION D. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART,

IN ITS SOLE DISCRETION, AND THE OFFER OF THESE SECURITIES MADE HEREBY IS

SPECIFICALLY MADE SUBJECT TO THE CONDITIONS SET FORTH HEREIN AND IN THE

ACCOMPANYING SUBSCRIPTION AGREEMENT.

THIS MEMORANDUM IS BEING FURNISHED ON A CONFIDENTIAL BASIS, SOLELY FOR USE

IN CONNECTION WITH CONSIDERATION OF THE PURCHASE OF THE SECURITIES OFFERED HEREBY.

BY ACCEPTING DELIVERY OF THIS MEMORANDUM, THE RECIPIENT AGREES TO RETURN THIS MEMORANDUM AND ALL OTHER DOCUMENTS TO THE COMPANY IF HE OR SHE

ELECTS NOT TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY OR IF THE

COMPANY ELECTS NOT TO SELL SECURITIES TO THE INVESTOR, OR IF THE OFFERING IS

WITHDRAWN. REPRODUCING OR DISTRIBUTING THIS MEMORANDUM, IN WHOLE OR IN PART, OR DIVULGING OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN

CONSENT OF THE COMPANY, IS PROHIBITED.

WHILE THE INFORMATION PROVIDED HEREIN IS BELIEVED TO BE ACCURATE, THE

COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR

WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THIS INFORMATION. IT IS

EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE AN INDEPENDENT INVESTIGATION. STATEMENTS HEREIN ARE MADE AS OF THE DATE HEREOF. NEITHER

THE DELIVERY OF THIS MEMORANDUM NOR ANY TRANSACTION MADE HEREBY SHALL

CREATE, UNDER ANY CIRCUMSTANCE, THE IMPLICATION THAT THERE HAS BEEN NO CHANGE IN ANY INFORMATION CONTAINED HEREIN SINCE THE DATE HEREOF.

THE STATEMENTS, ESTIMATES AND PROJECTIONS AS TO THE FUTURE FINANCIAL AND OPERATING RESULTS OF THE COMPANY HAVE BEEN PROVIDED BY THE COMPANY'S

MANAGEMENT. THE PROJECTIONS OF FUTURE FINANCIAL AND OPERATING

PERFORMANCE ARE INTENDED TO ASSIST IN AN EVALUATION OF THE MEMBERSHIP

INTERESTS BUT ARE NOT TO BE VIEWED AS FACTS AND SHOULD NOT BE RELIED UPON AS AN ACCURATE REPRESENTATION OF FUTURE RESULTS. FURTHERMORE, BECAUSE

THE PROJECTED FINANCIAL INFORMATION IS BASED ON ESTIMATES AND ASSUMPTIONS

ABOUT CIRCUMSTANCES AND EVENTS THAT HAVE NOT YET TAKEN PLACE AND ARE SUBJECT TO VARIATION, THERE CAN BE NO ASSURANCE THAT THE PROJECTED

RESULTS WILL BE ATTAINED. PROSPECTIVE INVESTORS OR THEIR REPRESENTATIVES

SHALL, DURING THE COURSE OF THIS OFFERING AND PRIOR TO THE SALE OF MEMBERSHIP INTERESTS, HAVE ACCESS TO, AS WELL AS THE OPPORTUNITY TO ASK

QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY, OR ANY PERSON ACTING

ON THE COMPANY'S BEHALF, CONCERNING ANY ASPECT OF THIS OFFERING, AND THE

5

RIGHT TO OBTAIN ANY ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED HEREIN TO THE EXTENT THAT THE

COMPANY HAS SUCH INFORMATION OR IT CAN BE ACQUIRED WITHOUT

UNREASONABLE EFFORT OR EXPENSE.

EACH PROSPECTIVE INVESTOR MUST RELY ON THE PROSPECTIVE INVESTOR'S OWN

EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE

MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT IN THE STOCK.

CERTAIN PROVISIONS OF VARIOUS INSTRUMENTS ARE SUMMARIZED IN THIS

MEMORANDUM, BUT PROSPECTIVE INVESTORS SHOULD NOT ASSUME THAT THE SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY

REFERENCE TO THE TEXTS OF THE ORIGINAL INSTRUMENTS, WHICH WILL BE MADE

AVAILABLE TO PROSPECTIVE INVESTORS ON REQUEST.

NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE

INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX TREATMENT, WHICH

MAY ACCRUE TO THE PROSPECTIVE INVESTOR. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR ANY COMMUNICATION FROM

THE COMPANY AS LEGAL OR TAX ADVICE. INVESTORS SHOULD CONSULT THEIR OWN

LEGAL COUNSEL, ACCOUNTANTS AND BUSINESS ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE SECURITIES OFFERED

HEREBY. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR

STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY

REPRESENTATION CONCERNING THE OFFERING OTHER THAN THOSE CONTAINED

HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE

DELIVERY OF THIS MEMORANDUM NOR SALES MADE HEREUNDER SHALL CREATE ANY

IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY

SINCE THE DATE OF THIS MEMORANDUM.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF

AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR TO ANY PERSON TO WHOM SUCH OFFER MAY NOT BE LAWFULLY MADE. IT IS THE RESPONSIBILITY OF THE

INVESTOR TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE

UNITED STATES IN CONNECTION WITH A PURCHASE OF THE SECURITIES OFFERED HEREBY, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER

CONSENTS OR OBSERVING OTHER APPLICABLE FORMALITIES. SALES OUTSIDE THE

UNITED STATES ARE NOT SUBJECT TO THE REGULATIONS OF THE UNITED STATES OR

ANY OF ITS TERRITORIES.

6

RESTRICTIVE LEGENDS

(THE INCLUSION OF RESTRICTIVE LEGENDS FOR A STATE IN THIS MEMORANDUM IS

NOT INTENDED TO IMPLY THAT THE SHARES COVERED BY THIS MEMORANDUM

ARE TO BE OFFERED FOR SALE IN THAT STATE.)

FOR RESIDENTS OF ALL STATES:

THE MEMBERSHIP INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER

THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF

ANY STATE AND ARE BEING OFFERED AND SOLD SOLELY IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS.

THERE IS NO PUBLIC MARKET FOR THE SECURITIES OF THE COMPANY. EVEN IF SUCH

MARKET EXISTED, PURCHASERS OF MEMBERSHIP INTERESTS WILL BE REQUIRED TO

REPRESENT THAT THE MEMBERSHIP INTERESTS ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO SALE OR DISTRIBUTION, AND

PURCHASERS WILL NOT BE ABLE TO RESELL THE MEMBERSHIP INTERESTS UNLESS THE

MEMBERSHIP INTERESTS ARE REGISTERED UNDER THE ACT AND QUALIFIED UNDER THE APPLICABLE STATE STATUES (OR UNLESS AN EXEMPTION FROM SUCH

REGISTRATION AND QUALIFICATION IS AVAILABLE). PURCHASERS OF THE SHARES

SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR

DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER STATE

OR FEDERAL REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING

AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING NOR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE

CONTRARY IS UNLAWFUL. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE

REFLECTS ONLY THAT A LEGEND MY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR

STATE. THIS MEMORANDUM MAY BE SUPPLEMENTED BY ADDITIONAL STATE

LEGENDS.

FOR FLORIDA RESIDENTS ONLY:

PURSUANT TO SECTION 517.061(11)(a)(5) OF THE FLORIDA STATUTES, IF SECURITIES ARE

SOLD TO FIVE OR MORE FLORIDA RESIDENTS, FLORIDA INVESTORS WILL HAVE A THREE

(3) DAY RIGHT OF RESCISSION. INVESTORS WHO HAVE EXECUTED A SUBSCRIPTION AGREEMENT MAY ELECT, WITHIN THREE (3) BUSINESS DAYS AFTER THE FIRST TENDER

OF CONSIDERATION THEREFORE, TO WITHDRAW THEIR SUBSCRIPTION AND RECEIVE A

FULL REFUND OF ANY MONEY PAID BY THEM. SUCH WITHDRAWAL WILL BE WITHOUT

ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, AN INVESTOR NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE

ADDRESS SHOWN HEREIN INDICATING HIS INTENTION TO WITHDRAW. SUCH LETTER OR

TELEGRAM MUST BE SENT OR POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF SENDING A LETTER, AN INVESTOR SHOULD

SEND IT BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS

RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED. ANY ORAL REQUESTS FOR RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN CONFIRMATION

THAT THE ORAL REQUEST WAS RECEIVED ON A TIMELY BASIS.

7

CONFIDENTIALITY

By accepting delivery of this Memorandum, you acknowledge and agree that all of the

information contained herein is of a confidential nature and that this Memorandum has been furnished to

you for the sole purpose of enabling you to consider and evaluate an investment in the Membership Interests. You agree that you will treat such information in a confidential manner, will not use such

information for any purpose other than evaluating an investment in the Membership Interests, and will

not, directly or indirectly, disclose or permit your agents, representatives or affiliates to disclose any of such information without the prior written consent of the Company. You also agree to make your agents,

affiliates and representatives aware of the confidential nature of the information contained herein and the

terms of this paragraph including your agreement to not disclose such information and to be responsible for any disclosure or other improper use of such information by such agents, affiliates or representatives.

Notwithstanding the foregoing confidentiality agreement, the recipient of this Memorandum, each

member of the Company, and their respective employees, representatives and agents are authorized to disclose the tax treatment and tax structure of the transactions described herein to their respective

advisors, without limitation of any kind. You may disclose information contained herein to the extent (but

only to the extent) that it relates to the tax treatment or tax structure of the transactions described herein. This authorization is not intended to permit disclosure of any other information included herein or

obtained by you in connection to this Offering to the extent not related to the tax treatment or the tax

structure of such transactions including the identities or financial information of any kind of current, future or potential members of the Company.

FORWARD-LOOKING STATEMENTS

This Memorandum contains forward-looking statements. Forward-looking statements involve risks and

uncertainties that could cause actual results to differ materially from those in the forward-looking

statements. Forward-looking statements are statements, other than statements of historical facts that address activities, events or developments that the Company expects or anticipates will or may occur in

the future, including such items as the Company’s business strategies and measures to implement

strategy, acquisitions, competitive strengths, goals, and growth of business and operations.

Forward-looking statements also include any other statements that include words such as “anticipate,”

“believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of management’s experience and perception of historical trends, current conditions, expected future

developments and other factors believed appropriate.

All of the forward-looking statements made in this Memorandum are qualified by these cautionary

statements, and there can be no assurance that the actual results or developments that have been

anticipated will be realized. Even if the results and developments in such forward-looking statements are

substantially realized, there is no assurance that they will have the expected consequences on the Company or its business or operations.

INDUSTRY AND MARKET DATA

The industry and market data presented in this Memorandum are inherently estimates and are based upon

third party data, including information derived from our own internal estimates. While we believe that this data is reasonable, in some cases this data is based on our or others’ estimates and cannot be verified

by us. Accordingly, prospective investors are cautioned not to place undue reliance on the industry and

market data included in this Memorandum.

8

INVESTOR SUITABILITY STANDARDS

A purchase of Shares in this Offering involves a high degree of risk and is not a suitable investment for all

potential investors. See “Risk Factors.” Accordingly, the Company will offer and sell Membership Interests only to investors who are "ACCREDITED INVESTORS" as that term is defined in Regulation

D promulgated under the Securities Act. The Company has the unconditional right to reject any

subscription.

The minimum investment is $50,000; however, the Company may, in its sole and absolute discretion,

accept subscriptions for less than $50,000. In addition to restrictions on transfer imposed by the Company, an investor seeking to transfer his Shares subsequent to his initial investment will be subject to

the provisions of the federal and state securities laws and the transfer restrictions, which may be imposed

pursuant to, said laws.

The offer and sale of Membership Interests are exempt from the registration and prospectus delivery

requirements of the 1933 Act and applicable state securities laws pursuant to exemptions therein.

Investment in the Shares is suitable only for those who have adequate means of providing for their current needs and personal contingencies and have no need for liquidity in an investment of this type. Prior to the

purchase of the Shares, each prospective purchaser will be required to represent that he meets each of the

following requirements: (a) he has the requisite knowledge or has relied upon the advice of his own professional advisor with regard to the tax and other considerations involved in making such an

investment, and (b) he is acquiring the Shares for investment and not with a view to resale or distribution

thereof.

Prior to a purchase of Shares, each prospective purchaser will be required to represent that he is an

"ACCREDITED INVESTOR" as defined in Rule 501 Regulation D. Among other categories, an

"ACCREDITED INVESTOR" is an investor who, at the time of purchase of the Shares, meets one of the following requirements:

1. a bank, insurance company, registered investment company, business development company,

or small business investment company;

2. an employee benefit plan, within the meaning of the Employee Retirement Income Security

Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

3. a charitable organization, corporation, or partnership with assets exceeding $5 million;

4. a director, executive officer, or general partner of the company selling the securities;

5. a business in which all the equity owners are accredited investors;

6. a natural person who has individual net worth, or joint net worth with the person’s spouse, that

exceeds $1 million, excluding the value of their primary residence, at the time of the purchase;

7. a natural person with income exceeding $200,000 in each of the two most recent years or joint

income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or

9

8. a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.

IF THE COMPANY IS INCORRECT IN ITS ASSUMPTION AS TO THE CIRCUMSTANCES OF A

PARTICULAR PROSPECTIVE INVESTOR, THEN THE DELIVERY OF THIS MEMORANDUM TO SUCH PROSPECTIVE INVESTOR SHALL NOT BE DEEMED TO BE AN OFFER, AND THIS

MEMORANDUM SHALL BE RETURNED TO THE COMPANY IMMEDIATELY.

THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY

STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR SHOULD

DETERMINE WHETHER AN INVESTMENT IN THE COMPANY IS APPROPRIATE IN VIEW OF HIS PARTICULAR CIRCUMSTANCES.

10

SUMMARY OF TERMS

Security offered by the Company

Limited Liability Company Membership

Interests (“Membership Interests”)

Membership Interests Outstanding Prior to

Offering

4,100,000

Membership Interests to be outstanding

after the Offering

5,000,000

Proceeds $8,000,000

Price:

$8.89 per Membership Interest

Voting Rights Each Membership Interest has one vote on all matters that on which the Members may vote

Minimum Subscription $50,000 (Fifty Thousand Dollars) unless

otherwise agreed by the Company

Date of Termination July 31, 2017, unless sooner terminated or

extended by the Company

Accredited Investors Only This Offering is limited to individuals or

entities that are Accredited Investors, as

defined in Regulation D promulgated under the Securities Act. Any Investor will also be

required to make certain representations to the

Company regarding the suitability of this investment for said Investor. The Company

may make an exception to this standard in its

own discretion.

Risk Factors:

The purchase of Shares offered hereby involves a high degree of risk. See “Risk Factors."

SUMMARY OF FINANCIAL INFORMATION

The Company has had no sales and has only participated in start-up operations that include the

purchase of the property in Coalinga, California. To date, the Company has spent approximately $360,000

for its startup expenses including, acquisition of property (consisting of a loan from a Member), and legal and accounting costs related to acquiring the Company’s licenses and preparing the Company’s corporate

documents including this Memorandum.

The Company is dependent upon loans and capital contributions by its Members to continue executing its business plan.

11

RISK FACTORS

INVESTMENT IN THESE MEMBERSHIP INTERESTS IS HIGHLY SPECULATIVE AND

INVOLVES A HIGH DEGREE OF RISK. NO ASSURANCE CAN BE GIVEN THAT A PURCHASER OF MEMBERSHIP INTERESTS WILL REALIZE ANY RETURN ON HIS

INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE

FOLLOWING FACTORS, AS WELL AS DETAILED INFORMATION APPEARING ELSEWHERE IN THIS MEMORANDUM, BEFORE MAKING AN INVESTMENT IN THE MEMBERSHIP

INTERESTS.

Information contained in this Memorandum contains “forward looking statements” which can be

identified by the use of forward-looking terminology such as "believes,” “anticipates,” “estimates,”

“projects,” “expects,” “may,” “will,” or “should,” or the negative thereof or other variations thereon or

comparable terminology, or by discussions of strategy. Such statements are subject to certain risks, uncertainties, and assumptions. No assurances can be given that the future results covered by the forward

looking statements will be achieved. The following matters constitute cautionary statements identifying

important factors with respect to such forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results covered in such

forward -looking statements. Among the key factors that have a direct bearing on the Company's results

of operations are the effects of various governmental regulations, the fluctuation of the company's direct costs and the costs and effectiveness of the Company's expansion strategy. Other factors could also cause

actual results to vary materially from the future results covered in such forward-looking statements.

COMPANY SPECIFIC RISK FACTORS

We are a development stage company with a no operating history on which to evaluate our business

or base an investment decision.

Our business prospects are difficult to predict because of our lack of operating history and early stage of

development. At this time, we are a development stage company that has generated no revenues, and has

limited current business operations. In particular, we have not proven that we can execute on our

proposed business plan in a manner that enables us to be profitable and meet customer requirements, develop intellectual property to enhance our operations, develop and maintain relationships with key

manufacturers, producers and/or suppliers and strategic partners to extract value from our operations,

raise sufficient capital in the public and/or private markets, or respond effectively to competitive pressures. If we are unable to accomplish these goals, our business is unlikely to succeed and you should

consider our prospects in light of these risks, challenges and uncertainties.

We face intense competition which could prohibit us from developing a customer base and

generating revenue.

The industries within which we plan to compete are highly competitive with companies that have greater capital resources, facilities and diversity of product lines. Additionally, if demand for our services

continues to grow, we expect many new competitors to enter the market as there are no significant

barriers to entry. More established companies with much greater financial resources which do not currently compete with us may be able to easily adapt their existing operations to our lines of business.

Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues

and market share or in the positioning of our services or that competition in the industry will not lead to reduced prices for our services.

12

Concentration of Ownership

Our three founding Members (the “Founding Members”) control 82% of the Membership Interests

(assuming all the interests to be sold pursuant this Memorandum are sold) that gives them voting control of the Company. As a result, the Founding Members will be able to exercise significant influence over all

matters requiring Member approval, including the election of the Manager and approval of significant

corporate transactions. Such concentration of ownership may have the effect of delaying or preventing a change in control of the Company.

We may need to raise additional financing.

Our ability to implement our business plan may depend on our ability to obtain additional financing in the

future. We cannot assure you that additional financing will be available on terms favorable to us. If

adequate funds are not available on acceptable terms, our ability to grow our business would be dependent on the cash from your investment and the cash flow, if any, from our operations, which may

not be sufficient.

We may dilute your ownership interest.

Although the Company may permit you to participate in future equity financings, you do not have any right to participate. If we raise additional funds through the issuance of additional Membership Interests,

and if you do not participate in the equity financing, then your percentage ownership interest in the

Company will be reduced.

Determination of the Offering Price and Other Terms of the Membership Interests have been

Arbitrarily Determined.

The Offering Price for the Membership Interests has been arbitrarily determined by the Manager and does not and will not bear any relationship to assets acquired or to be acquired or the book value of the

Company or any other established criteria or quantifiable indicia for valuing a business. No representation

is being made by the Company or the Manager that the Membership Interests have or will have a market

value equal to their Offering Price or could be resold (if at all) at their original Offering Price. The Offering Price for the Membership Interests should not be considered an indication of the actual value of

the Membership Interests or the business of the Company or the price at which the Membership Interests

may be transferred following the consummation of this Offering.

No Independent Counsel

No independent counsel has been selected to represent the interests of investors of the Company.

There will be significant restrictions on your ability to transfer the Units.

No market exists for the Membership Interests. Our Operating Agreement contains contractual restrictions on your ability to transfer the Membership Interests. Finally, federal and state securities laws

may place additional restrictions on your ability to transfer the Membership Interests. Because of these

restrictions, you may be unable to liquidate your investment in the event of an emergency or for any other reason. As a result, you should only purchase the Membership Interests if you are prepared to hold the

Membership Interests for an indefinite period of time.

13

Best Efforts Offering

The Membership Interests are offered on a “best efforts" basis. There is no assurance that all or any

specified number of the Membership Interests will be sold and the desired capital raised through this

Offering. The Offering has no minimum amount, and the Company will use the proceeds as they are received. The Company has not entered into any agreement with a broker-dealer to be a placement agent

for the sale of the Membership Interests.

Our business depends substantially on the continuing efforts of our management team and our

business may be severely disrupted if we lose their services.

Our current and future success depends substantially on the continued services of our management team.

Each member of our team brings a unique blend of skill and experience that is essential to the success of

our business. We do not maintain key man life insurance for our management team. If our management

team is unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses

to recruit and retain new management.

REGULATORY AND LEGAL RISKS

Cannabis laws are unsettled and Cannabis remains illegal under Federal law.

Despite the adoption of certain laws in certain States that permit the use, possession, cultivation and

distribution of cannabis, subject to significant restrictions and limitations, such laws are unsettled and

subject to differing interpretations. Laws legalizing medicinal and recreational cannabis use are in

conflict with the Federal Controlled Substances Act (the “CSA”), which classifies cannabis as a schedule-I controlled substance and makes cannabis use and possession illegal on a national level. The United

States Supreme Court has ruled that the Federal government has the right to regulate and criminalize

cannabis, even for medical purposes, and thus Federal law criminalizing the use of cannabis preempts state laws that legalize its use (U.S. v. Oakland Cannabis Buyers’ Coop., and Gonzales v. Raich).

Although the Obama Administration stated that it is not an efficient use of resources to direct Federal law

enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and

distribution of medical and recreational cannabis and congress passed the Consolidated and Further Continuing Appropriations Act, 2015, eliminating any application of the federal budget toward the

prosecution of individuals or entities operating in compliance with state cannabis laws, there is no

guarantee that the new Trump administration will not change the current stated policy regarding the low-priority enforcement of Federal laws in states where cannabis has been legalized. Several members of

Donald Trump’s cabinet have made statements indicating they are opposed to legalization efforts. In

addition, Congress has adopted provisions limiting the use of federal funds for prosecution of participants in the medical marijuana industry in states that permit medical marijuana, but such funding limits expired

in April 2017 and may not be renewed. Any change in the Federal government’s enforcement of Federal

laws could cause significant damage to the company and its growth prospects. As the possession,

cultivation, use and distribution of cannabis is illegal under the CSA, any person engaged in such activities may be deemed to be conducting or aiding and abetting illegal activities. As a result, our

company and possibly certain of our investors may be subject to enforcement actions and/or prosecution

by law enforcement authorities.

14

Under Federal law, specifically the CSA, the possession, use, cultivation, and transfer of cannabis is

illegal.

Law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may seek to bring an

action or actions against our company, our management and/or possibly our investors claiming that our

company and/or such individuals are guilty of engaging in, or aiding and abetting another’s, criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against

the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable

as a principal.” 18 U.S.C. §2(a). As a result of such an action, our company may be forced to cease operations and our passive investors could lose their entire investment. In any such action, our assets may

be subject to forfeiture and our investors could additionally face fines, penalties or the possibility of

criminal prosecution.

Cannabis businesses operate in a highly regulated industry, but many of the laws are untested and

rules change constantly.

Many state and local cannabis laws are relatively new and there is a relatively small body of interpretive

guidance and case law available to understand how certain laws, rules and regulations will be interpreted or applied by enforcement agencies or the courts. Accordingly, businesses we may invest in or do

business with often operate in a grey area, which subject us to the risk that we will unintentionally violate

laws, rules or regulations. Any such violations could have significant adverse consequences for our business, including the loss of our ability to conduct operations. In addition, regulations are changing

rapidly and any change could significantly undermine our business or the business of other industry

participants on which our business depends.

An investment in the Membership Interests has complex tax consequences.

The tax consequences of an investment in the Membership Interests are complex and their impact may

vary depending on your particular tax situation. Passive activity loss limitations may suspend your ability

to deduct our tax losses. You should also understand that you must pay a tax on your share of the taxable profits of the Company regardless of whether the company makes a distribution to you to cover the taxes

resulting from such profits. There is no guaranty that we will have sufficient funds to make a distribution

sufficient to cover any taxes that might result from your ownership of the Membership Interests. If we are unable to make such distributions, you will be personally liable for federal income taxes on the

portion of our profits that are allocated to you. We strongly encourage you to consult with your legal and

tax advisors to determine the tax implications of purchasing the Membership Interests.

Application of Internal Revenue Code Section 280E

Except for “cost of goods sold,” Section 280E of the Internal Revenue Code prohibits cannabis businesses

from taking tax deductions for ordinary business expenses that are available to similar businesses in other

industries. The Company and Members’ allocations of profit and losses and distributions from the Company may be subject to Section 280E of the Code limiting the ability of the Company and/or the

Members from deducting usual business expenses from the income of the company and creating a higher

effective tax rate.

Closing of bank accounts could have a material adverse effect on our business, financial condition

and/or results of operations.

As a result of the regulatory environment, many businesses in the cannabis industry have experienced the

closing of bank accounts. Therefore, we may experience such a closure of our bank accounts. These

15

factors impact management and could have a material adverse effect on our business, financial condition

and/or results of operations.

The state legislatures may require the owners of marijuana businesses to be residents of the state in

which a company holds a license.

Many state laws require that some or all of the individuals who directly or indirectly own marijuana businesses be state residents. Such residency requirements may limit our ability to invest in other

businesses in the legal marijuana industry or otherwise impede our growth.

Laws will continue to change rapidly for the foreseeable future.

State and federal laws and enforcement policies concerning marijuana-related conduct are changing

rapidly and will continue to do so for the foreseeable future. Changes in applicable law could have a

material adverse effect on our business.

We may not generate sufficient cash flow to make distributions to you.

There is no assurance that we will ever have income sufficient to cover our expenses and have sufficient

cash flow to make distributions to you. Even if we make distributions, there can be no guaranty concerning the timing or amounts of the distributions.

16

THE COMPANY

Company History and Current Status

California Green Tree Development LLC was incorporated in the state of California on September 19,

2016. On January 23, 2017, the Company received approval to operate a Commercial Marijuana

Operation in the City of Coalinga contingent on certificate of occupancy. The site plan for the facility received approval from the Planning Commission on February 28, 2017. On April 28 2017, we acquired

the property located on Mercantile Lane in Coalinga, California.

.

DESCRIPTION OF THE COMPANY AND ITS PRODUCTS/SERVICES

California Green Tree Development LLC ("the Company") is a medical marijuana cultivator operating as a for-profit Limited Liability Company (LLC). We will offer a wide variety of cannabis products to our

customers, who have legal identification indicating that they are officially able to purchase medical

marijuana products from a fully-licensed California medical marijuana cultivator. There are approximately 2,700 fully licensed dispensaries in California. California Green Tree Development LLC

will target the all California markets, starting with Southern California where there are over 500

dispensaries in Los Angeles County alone.

The Company will offer a “Happy” line of medicinal cannabis products for patients. This line will consist

of 8 strains of varying profiles that are intended to build brand loyalty and capture market share.

Brand Names and Production Lines

1. Happy Sour Diesel - Sativa strain, is great for pain relief and for helping patients suffering from depression

2. Happy Silver Haze - 50/50 hybrid, making it great for patients suffering from depression.

3. Happy Space Queen - Sativa dominant hybrid, leaves users known for happy and sociable. An

excellent strain for patients suffering from anxiety and fatigue. 4. Happy Pineapple Express - 40% Indica /60% Sativa. Leaves patients feeling happy, and

euphoric. Perfect for patients suffering from depression.

5. Happy Girl Scout Cookies – 40% Sativa /60% Indica, is perfect for patients suffering from pain and anxiety.

6. Happy Apollo 13 - Predominantly Sativa hybrid, leaves users feeling energetic, euphoric,

creative, and sociable, making great for patients suffering from anxiety and depression. 7. Happy Lemon Haze – 70% Sativa / 30% Indica, a happy, euphoric, and relaxed experience that

is perfect for those suffering from depression and anxiety.

8. Happy Bubba Kush – 100% Indica, Bubba Kush is great for patients suffering from stress and

anxiety, pain, or insomnia

Soil and Hydroponic Grow Systems

We will be utilizing both cutting edge hydroponic grow systems and a traditional soil based system. Hydroponic growing and soil based systems will give our Master Grower total operational control over

everything that happens to and with our plants. We will be able to control the total environment and all

inputs delivered to the plants, including temperature, humidity, light wavelengths, light cycles, air

movement, air exchange, and carbon dioxide levels. Specialized feed programs will be implemented so we can precisely control the amount and ratio of nutrients the plants take in. These programs will be

17

tailored to individual strains to maximize each strains unique habits and potential. Organically grown cannabis that is grown taking advantage of organic nutrient sources achieve a smoother and tastier final

product.

All of the aspects of the cultivation operation will be monitored 24 hours a day, 365 days a year. Our Master Grower and support staff will have the technology and software to allow them to view the entire

operation remotely and make any changes necessary to insure that the plants are always being allowed to

maximize their growth cycles. We expect to have a maximum 5 harvest per year made possible with our state of the art greenhouse, hydroponics system and combination with soil based enhanced with additional

growing with CO2 generators.

We have been working with hydroponics’ supply companies, and soil grown organic science as a growing

number of marijuana customers have become interested in organically grown product, especially patients

using marijuana for medical purposes. We intend to use Current Culture H2O technologies and Control

Systems to design the layout and provide the best environment for the plants in each stage of growth for both organic and hydroponically grown. Current Culture H2O will provide the optimum design and take

into consideration the room size; length, width and ceiling height; the lighting component; the number of

lamps and wattage and whether they are vertically or horizontally mounted; the plant numbers, and the desired or required numbers of plants.

Systems will feature comprehensive self-monitoring of all control components and communications pathways as well as extensive monitoring of controlled equipment and processes.

Greenhouse “Facility”

We have designed the Grow Rooms to measure 20,000 square feet at full capacity. Our grow room will

utilize a light deprivation system, minimizing light exposure and allowing us to maximize the number of

harvests produced each year. Additionally, we will also be using supplemental lighting to maintain harvests in the winter months, and employ a filer with a diameter of 0.3 micrometers (um) capable of

removing 99.97% of particles to prevent potential contamination from pathogenic organisms. Our

management team has been consulting with a grow facility design firm that has provided several options

based on the available square footage of the grow room. The management team has already identified the best system that will allow us to install in the grow facility.

In addition to the larger grow room, we will also have several other grow areas for the seedlings and for the vegetative state of the plants. These rooms will be small and will use different lighting systems and

will provide the first step in the growing cycle in order to “feed” the larger grow room where the plants

will mature and flower.

Organic and Sustainable Cannabis

We are focused on “Organic and Sustainable Cannabis”. Organic carries a great deal of weight in America cannabis culture and has the potential to boost sales price. Growing Organic and Sustainable

Cannabis gives a sense of security that we are growing a clean cannabis, grown in soil with no synthetic

fertilizers or pesticides.

18

Daily Operations

As we are growing hydroponically, our day-to-day activities will revolve around daily testing of our

water, ensuring that we maintain a proper PH level for the water, and that the water contains the right

combination of nutrients. In addition to water testing, our employees will also monitor the internal temperature of the grow room, making any necessary adjustments when necessary.

In addition, both employees and managers will be tasked with reviewing and analyzing the data produced by our automated grow software, which will be complied using sensors placed on the plants themselves,

and on strategic locations throughout the grow room.

Water Use and Conservation

One of the benefits of using a soil with drip system as well as a hydroponic system is the water savings.

Generally, these systems use up to two thirds (2/3) less water than traditional indoor, or outdoor grow, keeping our costs down and conserving water for the community and the environment. Additionally, we

plan on recycling our used water by using it to water our outdoor plants (non-cannabis) and palm trees,

creating an aesthetically pleasing outdoor landscape that enriches the property and neighborhood. Finally, all dead plants will be used as mulch or compost for our outdoor plants and trees.

Employees and Managers

Both employees and managers will be comprehensively trained to ensure compliance with both local and

state rules and regulations, employee sanitation and hygiene protocols, and emergency procedures. They

will also undergo frequent training both on the job and in the classroom through continuing education. We want all our employees to understand the biological and medical properties of the cannabis plant and

will provide the opportunities to send employees to medical cannabis seminars and conferences.

We also want to develop our employees to allow them to grow within our company. That’s why we will

provide frequent training to enhance each employee’s job-related skills, and management skills, by

providing training programs focusing on manager effectiveness, leadership development, communication

and presentation skills, and mentoring and coaching programs. Finally, we will train employees and managers on our emergency recall plan.

Enhanced Product Safety

By growing plants hydroponically, we will eliminate all normal threats to the plants including pests,

diseases, viruses, microbes, heat, cold, drought, bad water bad nutrients and humidity problems. The additional costs of implementing a Hydroponics Systems are offset by larger harvests each year, higher

quality medicine and most importantly, enhanced product safety. Our employees will be exposed to no

harmful pesticides, there will be little waste to dispose of, with the end result being qualified patients

receiving the highest quality medicinal marijuana produced in an environmentally friendly and sustainable manner.

Also readily available hand washing stations will be strategically placed around the interior facility, along with hand sanitation mechanisms (gloves, sanitizers) to ensure that our plants are uncontaminated.

In-House Testing

We will also have an in-house testing lab for increased product safety and to ensure compliance with state

regulations. Our testing lab will feature an ACQUITY H-Class UPLC analytical system with a Photo-

19

diode Array Detector for potency testing. For terpene testing we will use a gas-chromatograph. And in the event pesticides are used, we will employ an LC/MS-MS system with an atmospheric pressure gas-

chromatograph (APGC). Naturally all testing is done for our records and quality control, and we will still

hire a distributor to take our products to a dually licensed testing lab for certification.

Record Keeping

Another component of our safety program is our record keeping. We intend to use MJ Freeway or similar computer software that tracks all business operations, transportation and distribution of products, testing,

and quality control practices. Quality control is dependent on keeping sufficient records of all activity,

and we understand Coalinga California and the Medical Cannabis Bureau will conduct audits of our operation to ensure compliance. That’s why we will have two record keeping systems, the first being a

traditional hard copy record keeping, where we will file and save documents in storage. The other system

will be electronic, where we will keep all data in a cloud-based storage software that can be accessed on

multiple devices from different locations.

We will keep thorough records of the following areas (records will be separated into individual grow

cycles (generally a three month period). Our records will include:

➢ Propagation records, including the type of growing medium used for each harvest cycle, and the

type and amount of nutrients used for each grow cycle. We will also keep records of any fumigants used, and of all pruning techniques incorporated during the grow cycle.

➢ Planting records, including the types of strains planted, the date of planting, and if clones are

employed the size and maturity of the clone. Also the number of plants used in the flowering cycle, the size of the cultivation area, and the exact location of the plant in the cultivation area.

➢ Pesticide records (if applicable), including the chemical name, brand name, manufacturer name, amount applied, date applied, identification or location of plants product was applied, and name

of applicator.

➢ Harvest records, including the identity (identifier number) of each plant harvested, the date of harvest, and the gross weight (after drying) of the harvest, the total weight of waste from the

harvest, and the net weight (gross weight less waste) of the harvest.

➢ Processing records, including the identity (identity number) of each plant processed, sufficient

information to trace the processed plant to the cultivation source, the date of processing, and the

initial weight before processing, and the total weight of all cannabis after processing.

➢ Commercial sale records, including the identity (identifier number) of the plants distributed, the

total weight of the plants distributed, the date of distribution and the identity and contact

information of the business receiving the distributed cannabis.

Track & Traceability

Our business operations, transportation and distribution of products, testing, and quality control practices,

will be guided by the MMRSA and State Laws. California Green Tree Development is committed to

“seed to sale tracking”. That requires effectively tracking the bar codes or radio-signal tags affixed to the plants, as well as making sure the data can be exported to business software such as Excel and

QuickBooks.

20

We intend to use market leaders such as MJ Freeway systems and Bio Track THC or similar systems as part of our compliance with the MCRSA and any existing and future City, State and Federal regulations.

The programs from the two companies are designed to automate as much plant-monitoring as possible,

including fertilizer and PH.

A plant will receive a bar code or radio tag, which identifies, logs, and records the stems, leaves, crumbs,

and flower resin trimmed off before the pot is bagged. Each package will then get its own tag or bar code

associated with the parent plant. Every bag can be traced either to the person who bought it—in the case of medical users or the seed it grew from, and both programs record all inventory changes, making theft

easier to detect.

Compliance with State Laws

Pursuant to both the Medical Cannabis Regulation and Safety Act (“MCRSA”) and the Adult Use of

Marijuana Act (“AUMA”), we will strictly adhere to distribution model contained in both pieces of legislation. Thus, we will only contract with locally licensed retailers, manufacturers, distributors and

testing labs. And once state licensing becomes available then we will only contract with cannabis

businesses that are dually licensed.

We are also licensed to transport our product to an authorized testing lab, and upon certification, to either

a manufacturer or retailer. This also could be an additional source of revenue if we are to perform the transportation service for other parties. We would like to contract with Coalinga California licensed

manufacturers - and in the future licensed retailers - however, we do already have deals in place to

provide products to Proposition D compliant dispensaries in Los Angeles.

Cash Management

California State Treasurer John Chiang announced the Cannabis Banking Working Group on Dec. 2, 2016. The purpose of the group is to create a system that would expand access to banking for Marijuana

Related Businesses (“MRB”). This is important from the state’s perspective in order to be able to

accurately determine the taxes owed by the MRBs, prevent money laundering, and lower the risk of

MRBs having to store large amounts of cash. For California Green Tree, determining the best way to manage payments and banking is critical to the success of the Company. This is an issue for the entire

legal cannabis industry and is not unique to the Company.

At a recent meeting of the Working Group, John Vardaman, former Assistant Deputy Chief for Policy,

Asset Forfeiture and Money Laundering at the U.S. Department of Justice and former member of the

group that co-authored the Cole Memo (which outlined Justice Department policy with regard to the state legal marijuana industry, see “Risk Factors” above) believes that guidelines outlined in the Cole Memo

present an opportunity for the state and for banks and should not be viewed as a limitation. Since leaving

the Justice Department he has been working on banking solutions for the industry that provides increased

transparency and provides for a non-cash transaction system to help banks and merchants comply with their FinCEN and Bank Secrecy Act obligations.

The promulgation of proposed rules by the State of California that go into effect in January 2018 should help the banking situation, as the FinCEN guidance and the Cole Memo rely on the state having a

regulatory and compliance scheme that would mitigate the chance of a bank providing services to a non-

licensed person. Prior to the proposed regulation, licensing in California was on the local level with no statewide database of licensed persons or entities, no uniform requirements, and no “seed to sale” tracking

that exists in states such as Colorado or Oregon.

21

Currently, California Green Tree has a relationship with a financial institution that will allow up to $25,000 in cash deposits per day. We believe this will be adequate in the short-term until California’s

rules and regulations provide banks and credit unions with the regulatory framework they need to comply

with the FinCEN Guidance and Cole Memo.

Safety and Security Plan

Safety and Security will be managed by a third party Security Company and assuming competitive rates,

we plan to use Fast Response Security, which is a local business serving Coalinga California. Our system

will have visual monitoring and a response security service that meets the Cannabis industry’s most stringent regulatory requirements. The desired system will have state of the art hardware and software,

and operated only by highly trained intervention specialists, all connected to the local security and police.

Our facility will have installed wired IP based cameras that will record for a minimum of 90 days and record at 30 fps or greater. System will have battery backup and generator to power camera system and

cameras during outages for a minimum 12 hours record time. All recording will be archived. California

Green Tree Development will work closely with the local police and insure security compliance within the requirements set forth by the Police Chief.

We will adhere to all security requirements set forth by the Coalinga California City Police Department, MMB Ordinance and the State of California. Meeting or exceeding all provisions for perimeter fencing,

lighting, locks, windows, security cameras, security personnel, alarms, transportation, remote monitoring,

electronic tract and trace, and record keeping. The grow rooms/warehouses will have biometric scanners

for individual unmistakable identifying access.

The system will have a readily available recorded log showing all employees last whereabouts as to entry

and exits not only from site, also from highest level secured rooms. Our design will include perimeter, fire, and panic details.

The Security Plan includes a plan for fencing plan and the building perimeter so that they meet

construction requirements preventing entry and full fire remote monitoring for fire notification.

All employees and personnel will use both an access card and biometric system for identification in and

out of this facility. All employees must pass through this access point, controlled, recorded and monitored. Employees must pass though controlled gate access to enter main business property. All

emergency vehicles will have total access to codes for entry. Employee parking will be separate and not

adjacent to building.

Neighborhood Compatibility Plan, Site-Plan and Environmental Benefits

The proposed location of our facility is on the intersection of Mercantile Lane and Enterprise Parkway. Our State of the Art Industrial metal enclosed warehouse/greenhouse will complement and enhance the

neighborhood. No cultivation will be visible from outside of this facility.

This facility will comply with local building codes, and land conversion, grading, electricity, water usage,

riparian habitat protection, and agricultural discharges. Odor control will be managed with an array of

Exhaust Filters, Ultra-violet light technology, a mist water system and a negative air pressure system that prevents and eliminates internal odors from being emitted externally.

22

Our Site-Plan details the improvements that will be made to the proposed site, including the exterior landscaping and structural elements. We believe in maximizing energy efficiency while minimizing our

environmental impact and being a leader in “Green” cultivation. All natural fertilizers and growth

chemicals will be bio-safe for use in our operation and will insure the health and safety our employees,

our customers and the Coalinga California community. Our hydroponic waste water will be repurposed to feed landscaping elements, including palm trees and other similar vegetation. We will also dispose of our

deceased plants and failed clones in a commercial composter, for use in on-site landscaping. This serves a

dual purpose of minimizing waste and adding a lush and vibrant landscape for public viewing.

Capital Required

We have acquired the property in Coalinga utilizing a loan from one of our Founding Members. Our cost

of construction, acquisition of equipment and operating expenses through the first six months of

operations, when we will be able to sell our first harvest, are estimated to be $8,000,000. A detailed use of proceeds is set forth on Schedule 1.

Business Opportunity

In 2016, consumers in the United States, Canada and Mexico spent $6.9 billion on legal cannabis

products, an increase of 34% from 2015. This amount is expected to grow at a compounded annual growth rate of 20% over the next 5 years.1 California was the first state to legalize medical marijuana in

1996, and with the passage of Proposition 64, the Adult Use of Marijuana Act and the implementation of

new regulations starting on January 1, 2018, California is poised to be one of the largest legal marijuana

markets in United States. California has a larger population than Canada and taken by itself is one of the top ten economies in the world.

It is the intention of California Green Tree Development to be at the forefront of this growing market by offering “Organic and Sustainable Cannabis,” that is soil grown and free of pesticides. We believe that

this will have great appeal to the California market and allow us to get premium pricing at the high-end of

the market.2 There is no standardized certification for organic cannabis products in the United States and

therefore premium pricing cannot be assured.

Our business plan calls for the building a facility capable of supporting 20,000 square feet of indoor

canopy. We have already acquired the land. The proceeds from this offering will be used to construct our facilities, pay the loan used for the acquisition of the property, equipment and working capital as further

set forth in the Use of Proceeds section. Currently, we expect to start of first grow in December 2017,

with our first harvest being in April 2018. Using approximately 1,000 lights, we estimate that we can grow 2 pounds of product per light, for a total of 2,000 pounds per harvest. Based on a price of $1,5003

per pound we are expecting to produce revenue of $3,000,000 (Three Million Dollars) per harvest. With

five harvests per year, that will give us gross sales of $15,000,000 on a yearly basis. We expect that net

margins will be 50%.

1 See The State of the Legal Marijuana Markets, 5th Edition, by Arcview Market Research and BDS Analytics. 2 See “A Complete Guide to Organic Cannabis” Playboy Magazine, April 20, 2017

(www.playboy.com/articles/complete-guide-to-organic-cannabis) 3 The current “spot price” for cannabis is $1,579 on average according to Cannabis Benchmarks May 12, 2017

report. Indoor grown cannabis has a spot price of $1,838 per pound. Cannabis Benchmarks is a division of New Leaf

Data Services. The report is available from the Company upon request.

23

Using an alternative method of calculating yield provided by Nexus Hybrid Systems, a potential equipment supplier to the Company, 20,000 square feet of canopy will yield 15,000 pounds per year (3/4

of a pound per square foot of canopy per year). This would give us estimated yearly revenue of

$22,500,000 assuming the same $1,500 per pound price.

Competition:

As we get closer to the revised California regulatory system taking effect in January 2018, we expect that

there will be a large number of people and companies seeking local licenses to position themselves to take advantage of the new opportunities in medical cannabis and pursuant to the Adult Use of Marijuana Act.

While we have acquired our licenses in Coalinga, others have also acquired licenses in Coalinga and

around the state and have started building their facilities.

24

Employees

Currently the Company has two full time employees, Gene Choe and Marshall Field who are also the

Founding Members of the Company. Once the Company comes closer to production we will be hiring the

following personnel:

• Master Grower

• Sales Manager • Trimmers/Harvesters

• Security Guards

• Office Manager • Accountant

• General labor (Maintenance, packaging)

• Lab assistant

• Human Resources and Benefits Manager

Legal Proceedings

The Company is not a defendant in any legal proceedings. In addition, the Company is not involved in

any legal proceedings outside the ordinary course of business.

25

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS TO DATE

AND

PLAN OF OPERATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS TO DATE

The following discussion should be read in conjunction with the Financial Statements of the Company,

related notes to the Financial Statements, and selected Financial Data as filed with the Securities and

Exchange Commission.

Revenues and Expenses from Inception through April 30, 2017

Through April 30, 2017, the Company has spent $11,047 in cash on its start-up activities and has entered

into a loan with a founding member for $697,500 that was utilized to purchase of the property where we

will be our facility. The loan accrues interest at 12% per annum. The Company will be selling half of the land to an entity related to our founding members and that entity will take over half of the loan, so that the

Company will only be responsible for $348,750. The Company’s business plan only requires the

Company utilize half of the 2.2 acres acquired, thus the sale will lower the Company’s debt burden

Liquidity And Capital Resources

The Company is currently dependent on loans and capital contributions from its members.

MANAGEMENT

Managers and Key Personnel

Name Position

Marshall Field Manager/Chief Executive Officer

Gene Choe Chief Operating Officer

Rito Gutierrez Advisor

26

Marshall Field

Mr. Marshall Field has been a Commercial Real Estate agent since the 1980’s, a State of California

Building Contractor Developer licensed since 1978, and for over 38 years, has been an advisor on real

estate development to real estate developers and municipalities and for investment in commercial real

estate acquisitions for large institutions. He has been responsible for assembling teams for major projects, which include City, County and State facilities. He has worked with hydroponic growing facilities, and

cultivation companies. Mr. Field has operated, developed and managed large and successful development

and other commercial real estate operations in State of California.

In 2008, Mr. Field, while employed as a stock broker, was barred from association with any NASD (now

FINRA) firm, having alleged to have made material misrepresentations and omissions in connection the purchases and sale of municipal bonds and certificates of participation by public customers.

Gene Choe

Mr. Choe resides in Los Angeles. He was a litigation Attorney from 1997 through 2013. Since 2013, Mr. Choe has been involved with real estate investment, development and off-market commercial asset

acquisition and sales. He assisted at least three thousand California homeowners to defend their homes

during the sub-prime mortgage crisis, operating a 100-man firm at three locations in LA, San Jose and San Diego. His legal expertise coupled with his ability to manage a large-scale enterprise will be of

significant asset. He is applying his legal knowledge to the fast-changing framework for medical cannabis

and founded California Green Tree Development to take advantage of the rapidly growing medical cannabis industry.

On August 28, 2016, Mr. Choe was disbarred from the practice of law in the state of California, based

upon the allegation that he took advance fees form certain clients for loan modifications, and failure to properly oversee attorneys in the firm’s bankruptcy practice. Since 2013, Mr. Choe re-invented himself as

a real estate investor, successfully completing multiple residential and commercial development projects.

Rito Gutierrez

Mr. Gutierrez is a Coalinga businessman who currently owns more than 50 single family residences that

he rents out to tenants. He also owns and operates 15 insurance/immigration/tax service outlets in the Coalinga area. He owns approximately 14% of all the real estate in the City of Coalinga. Mr. Gutierrez is

a self-made success starting his career as a farm hand and accumulating his real estate and other business

ventures through diligence and natural business ingenuity.

Executive Compensation

The Manager and the Chief Operating Officer have each received 1,366,667 Membership Interests for

their contribution to the founding of the Company and the management of the Company’s start up

activities. Additionally, each of the Manager and the Chief Operating Officer have entered into an agreement with the Company that provides for a salary of $20,000 per month which has been accruing

since January 1, 2017.

USE OF PROCEEDS

Assuming the sale of $8,000,000 Membership Interests in the Company offered hereby, the net proceeds to the Company are estimated to be $8,000,000, assuming no selling concessions or commissions.

The Company intends to use the net proceeds of this Offering as set forth below:

27

Operational Costs $1,244,500

Legal, Accounting, $62,000

Construction $3,336,000

Repayment of Loan (Property

Acquisition)

$348,750

Equipment $2,132,990

Fees to city of Coalinga $455,462

Operating Reserve $400,000

Total $7,979,702.00

The amounts actually expended for each purpose may vary significantly depending upon a number of

factors. The Company reserves the right to reallocate the proceeds of this Offering in response to these factors and related contingencies. The Company believes that its current capital resources and the net

proceeds of this Offering will enable it to maintain its current and planned operations through the next 12

months.

DISTRIBUTION POLICY

Distributions are payable only when and if declared by Manager or otherwise required by the Operating Agreement. The Company anticipates retaining a six-month operating expense reserve at all times.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of May 30, 2017, and as adjusted to

reflect the sale of the Membership Interests offered hereby.

Membership Interests Outstanding

Current After Maximum Offering

4,100,000 5,000,000

28

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's Operating Agreement and limits the liability of its directors to the fullest extent allowed

under the laws of the State of California. A Manager will not be liable to the Company for monetary

damages arising from a breach of their fiduciary duty as manager in certain circumstances. Such limitation does not affect liability for any breach of a manager’s duty to the Company or its Members (i)

with respect to approval by the manager of any transaction from which he/she derives an improper

personal benefit, (ii) with respect to acts or omissions involving an absence of good faith, that he/she believes to be contrary to the best interests of the Company or its members, that involve intentional

misconduct or a knowing and culpable violation of law, that constitute an unexcused pattern of inattention

that amounts to an abdication of his/her duty to the Company or its shareholders, or that show a reckless disregard for his/her duty to the Company or its members in circumstances in which he/she was or should

have been aware, in the ordinary course of performing his/her duties, of a risk of serious injury to the

Company or its members, or (iii) based on transaction between the Company and its manager or another

corporation with interrelated directors (or managers) or on improper distributions, loans or guarantees under applicable sections of the Law. Such limitation of liability does not affect the availability of

equitable remedies such as injunctive relief or rescission. The Company's Operating Agreement provides

that the Company will indemnify its managers and members to the full extent permitted by law, including circumstances in which indemnification is otherwise discretionary under the law. The Company has been

informed that, such indemnification, as to claims under the federal securities laws, is against public policy

and is therefore unenforceable with regard thereto.

PRINCIPAL HOLDERS

The following table sets forth certain information regarding beneficial ownership of the Company’s

Membership Interests as of the date of this offering.

Name Membership Interests

Gene Choe 1,366,666

Marshall Field 1,366,666

Gutierrez Properties LLC 1,366,666

CERTAIN TRANSACTIONS

The Company entered into Deed of Trust with one of its founders to purchase the property in Coalinga,

California that will be site of the Company’s business as described in this Memorandum. The Deed of Trust is $697,500 and has an interest rate of 12% per annum. It is the Company’s intention to sell one half

of the property to a related party who will assume one-half of the debt memorialized by the Deed of Trust.

The Company has received a loan from one of its founding members in the amount of $11,050 representing funds spent for start-up activities. The member will make loans to the Company from time-

to-time for additional start-up expenses. The loan has not been memorialized and is due on demand

DESCRIPTION OF SECURITIES

29

General

The Company's operating agreement allows for a total of 5,000,000 (Five Million) Membership Interests.

As of the date of this memorandum, there are 4,100,000 (Four Million One Hundred Thousand)

Membership Interests outstanding. There is a single class of Membership Interests.

Membership Interests

The Membership Interests have equal governance rights per Membership Interest and one vote per

Membership Interest on matters on which the Members may vote. The rights and obligations are set out more fully in the Amended and Restated Operating Agreement of the Company (the “Operating

Agreement”). The Operating Agreement is an integral part of the Offering and should be reviewed prior

to making any investment.

Restricted Securities

The Membership Interests issued under this Private Placement Memorandum are restricted securities.

Under state securities law, securities sold in this Offering may have a restriction on resale. The Company does not plan to register such securities or qualify them for resale in any states. There is no public market

for the securities, nor does the Company expect one to develop.

PLAN OF DISTRIBUTION

Terms of Purchase

The Membership Interests will be offered and sold on a “best efforts" basis by the Company. The

minimum purchase is $50,000. A maximum of $8,000,000 in Membership Interests are being offered.

The purchase price is payable in cash upon subscription.

Exemption from Registration

The offer and sale of Membership Interests are exempt from registration under the 1933 Act and qualification under state securities laws pursuant to exemptions therein. The Company intends to rely on

an exemption from Registration under Regulation D and specifically Rule 506(c). Rule 506(c) allows the

Company to make general solicitations to the public with regard to the offering of its securities. However,

the securities may only be sold to accredited investors. The Company must take reasonable steps to verify if an investor is an “Accredited Investor” under Regulation D. The Company is not required to provide an

investor with any particular information under Rule 506(c).

Offering Termination Date and Corporate Account

This Offering will terminate July 31, 2017, subject to the option of the Company to sooner terminate the

Offering or extend the Offering period. All proceeds from the sale of Membership Interests will be immediately deposited in the Company's account.

Bad Actor Disqualification

Rule 506(c) contains a “bad actor” disqualification provision that prevents a company from offering its securities under Rule 506(c) if its officers, directors, managers or 20% shareholders have had a

“disqualifying event” adjudicated prior to September 23, 2013. A disqualifying event includes:

• Criminal convictions relating to securities, the SEC, or in connection with the conduct of business

of broker-dealer or similar business

• Injunctions related to the sale of securities

• Final Orders of state securities regulators, bank regulators, insurance regulators

• SEC Disciplinary Orders

• SEC Cease and Desist Orders

30

• Suspension or Expulsion from an SRO (i.e. stock exchange or FINRA)

While Mr. Fields was barred from association with any NASD (now FINRA) firm, this does not prevent

the Company from offering its securities under Rule 506(c) as the matter was adjudicated in 2008, prior to

the September 23, 2013 effective date of the disqualification provisions.