MKG Enterprises Corp is offering up to $20,000,000 of securities consisting of Common and
Preferred Stock in a Regulation D offering. The Company is engaged in real estate and
digital finance through tokenized mortgage-backed securities and blockchain-based home
equity agreements.
MKG Enterprises Corp SEC CIK: 0001656858 is offering up to $20,000,000 of securities consisting of Common and
Preferred Stock in a Regulation D Offering. The Company is engaged in real estate and
digital finance through tokenized mortgage-backed securities and blockchain-based home
equity agreements. This Offering provides access to income-generating real estate across
major U.S. markets and equity-backed digital tokens ($MKGEC) tied to borrower down
payment programs and property appreciation.
Key Highlights:
- Maximum Offering: $20,000,000
Securities: Up to 125,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock
- Minimum Investment: $1,500
- Stock Price: $1.25 per share
Combined Offering Framework: Reg D 506(c)
MKG Enterprises Corp is conducting a dual-offering strategy:
- Regulation D Offering: Open to the general public (35 non-accredited investors allowed), subject to state Blue Sky filing
- Regulation D 506(c): Open to accredited investors only with unlimited raise potential
Tokenized Securities Access:
Holders of Common Stock from the Reg D 506c Offering may, at the Company’s discretion,
convert their equity into digital token form via the $MKGEC platform. These tokens, issued
under the rEIT (Real Estate Investment Token) framework, represent fractionalized
interests in mortgage-backed cash flows or real estate assets. *Note: rEIT is a digital instrument and not a Real Estate Investment Trust under the Internal Revenue Code Section 856.*
The securities offered by MKG Enterprises Corp pursuant to this Private Placement Memorandum have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold in reliance on exemptions from registration under Regulation D, Rule 506(c).
As a result, these securities are deemed “restricted securities” under Rule 144 of the Securities Act and are subject to holding period requirements and other resale limitations. Specifically:
Investors must hold the securities for a minimum of six (6) months if the issuer is subject to the reporting requirements of the Securities Exchange Act of 1934, or twelve (12) months if the issuer is not subject to such reporting requirements.
Even after the applicable holding period, any resale must comply with all conditions of Rule 144, including but not limited to: adequate current public information, volume limitations, manner-of-sale restrictions, and notice filings (if applicable).
No assurance can be given that a market for these securities will develop or that registration will ever be effected. As such, investors should consider these securities as illiquid and be prepared to bear the economic risk of their investment for an indefinite period.
MKG Enterprises Corp does not undertake to register these securities for resale, and any transfer or disposition must be made in compliance with applicable federal and state securities laws. Any attempted sale or transfer in violation of these restrictions may be void and unenforceable.
Combined Offering Framework: Reg D 506(c)
MKG Enterprises Corp is conducting a dual-offering strategy designed to accommodate both institutional investors and accredited participants. This framework includes:
A Regulation D offering, open to accredited investors, family offices, institutions and HNW individuals.
A Regulation D Rule 506(c) private offering, available to accredited investors only
These offerings are conducted separately but may share common assets, such as the opportunity to participate in digital token-based securities through the $MKGEC platform.
Offering Overviews
Reg D Offering Overview
Open to: Accredited and 35 non-accredited investors
Maximum annual raise: $20,000,000
Minimum investment: $1,500
Securities Offered: Common Stock and Preferred Stock
Optional Token Conversion: May convert to $MKGEC at Company discretion
SEC Qualification Required: Yes
Blue Sky Filings Required: Yes (state-by-state)
Transfer Agent: Colonial Stock Transfer Co.
Reg D Rule 506(c) Offering Overview
Open to: Accredited investors only (verified)
Maximum raise: Unlimited
Securities Offered: Convertible notes, preferred equity, token allocations
$MKGEC Token Access: Direct allocations, income rights
SEC Qualification Required: No
Blue Sky Filing Required: No
Disclosure Document: Private Placement Memorandum (PPM)
Investor Verification: Required (third-party, KYC)
Net worth of $1 million or more (excluding primary residence)
Annual income of $200,000 or more (individually) or $300,000 or more (jointly with spouse) for the past two years, with a reasonable expectation of the same income for the current year.
Series 7, Series 65, or Series 82 license (financial professionals).
Do not meet the financial requirements (income or net worth) for accreditation.
May have access to fewer investment opportunities, particularly those requiring high minimum investments or with a high level of risk.
May need more protections from the SEC due to a lack of financial experience or risk tolerance.
This Offering is available to accredited and non-accredited investors. There is no requirement to be a qualified purchaser under Regulation D.
“There is no investor cap under Regulation D. However, the Company will monitor and limit individual investment sizes to ensure suitability and avoid concentration risk.”
As of 2024, California home prices increased 6.3% year-over-year, reaching a median of $861,020 (source: California Association of Realtors).
Reg D Rule 506(c) Offering Overview
Open to: Accredited investors only (verified)
Maximum raise: Unlimited Securities Offered: Convertible notes, preferred equity, token allocations
The Company invests in select U.S. metropolitan markets with historical housing appreciation, limited supply, and emerging demand for alternative finance models. These markets include:
Los Angeles, San Diego, San Francisco, and Silicon Valley (California) Dallas and Houston (Texas) Miami and Tampa (Florida) Seattle (Washington) Honolulu (Hawaii)
This is a Regulation D Offering pursuant to the Securities Act of 1933. The securities offered include:
This Offering is available to accredited and non-accredited investors. There is no requirement to be a qualified purchaser under Regulation D.
“There is no investor cap under Regulation D. However, the Company will monitor and limit individual investment sizes to ensure suitability and avoid concentration risk.”
MKG Enterprises Corp intends to seek quotation on the OTCQX, the highest tier of the OTC Markets Group, within the next 18 months. This market strategy aligns with the Company’s commitment to transparency, investor access, and increased liquidity of its common stock. OTCQX is reserved for established, investor-focused companies that meet higher financial standards and disclosure requirements than other OTC tiers.
Forward-Looking Statement:
The Company projects that enhanced market recognition, expanded adoption of MKG’s financial services, and increasing platform revenues may result in an upward trend in its common stock price. These projections are speculative and subject to multiple market, regulatory, and operational risks. No assurance can be given that listing on OTCQX will be achieved or that stock price appreciation will occur.
“No guarantee can be made that the Company will achieve projected returns or that the $MKGEC token will retain or increase in value. This Offering involves a high degree of risk, including potential loss of principal.”
How to Invest
Investors may participate in this offering by visiting: NDTCO Open Self Directed IRA