INVESTOR RELATIONS

MKG Enterprises Corp. Offering Memorandum 

Regulation D Offering

Executive Summary

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.*


Rule 144 Lock-Up Period Disclaimer for Unregistered Securities


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)

ProPort Investor Presentation 


Accredited vs Non Accredited Individual Investor

1

Accredited Investor


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).



2

35 Non Accredited Investor

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.

3

I want to discuss becoming an investor

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).


1

Reg D Offering Offering Overview

Open to: Accredited and non-accredited investors

Maximum annual raise: $20,000,000

Minimum investment: $1,500

Securities Offered: Common Stock and Preferred Stock

2

Reg D Rule 506(c) Offering Overview


Open to: Accredited investors only (verified)

Maximum raise: Unlimited Securities Offered: Convertible notes, preferred equity, token allocations

3

Market Opportunity 

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)

IMPORTANT NOTICE TO INVESTORS


This private securities offering is being conducted pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. The offering is exempt from SEC registration, but remains subject to applicable federal and state securities laws.


Under Rule 506(c), the issuer is permitted to publicly advertise or generally solicit investors, provided that all purchasers are verified accredited investors and the issuer takes reasonable steps to verify their accredited status before accepting any investment.


Accredited Investor Requirement


Only accredited investors may participate in this offering.


You must meet at least one of the following criteria defined by the U.S. Securities and Exchange Commission:


For Individuals:


Income Test: You earned $200,000 or more in each of the last two calendar years (or $300,000 jointly with your spouse or spousal equivalent) and reasonably expect to earn the same in the current year.

Net Worth Test: You have a net worth of at least $1,000,000, excluding the value of your primary residence (either individually or jointly with your spouse or spousal equivalent).

Professional Credentials: You hold certain SEC-recognized certifications or licenses (e.g., Series 7, Series 65, or Series 82).

For Entities:


The entity has total assets in excess of $5 million, or

The entity is composed entirely of accredited investors, or

The entity is a bank, insurance company, registered investment company, business development company, or small business investment company.



Verification Requirement


As required by Rule 506(c), we must take reasonable steps to verify your accredited investor status prior to accepting any investment. This is not a self-certification process.

Acceptable verification methods may include, but are not limited to:


Review of IRS tax forms (e.g., W-2, 1099, K-1, tax returns) for income verification.

Review of bank statements, brokerage account statements, or credit reports for net worth verification.

Written confirmation from a CPA, attorney, registered broker-dealer, or investment advisor stating that you are an accredited investor within the past 90 days.

You will be required to submit supporting documentation and complete an Accredited Investor Questionnaire.


Acknowledgment and Certification


By continuing with this offering, you acknowledge and certify the following:

  1. You understand this is a private offering under Rule 506(c) of Regulation D.

  2. You meet the definition of an accredited investor as defined by the SEC.

  3. You are willing to provide all necessary documentation to allow the issuer to verify your accredited status.

  4. You understand that this investment is speculative, illiquid, and high risk, and you can afford the loss of your entire investment.

  5. You have had access to all material information regarding this offering and had the opportunity to ask questions and receive answers.

  6. You are making this investment decision based on your independent judgment and financial capacity.


Consult a qualified attorney, CPA, or financial advisor before making any investment decision.


Contact Us
Anytime.

MKG Enterprises Corp.

Offering Details

This is a Regulation D Offering pursuant to the Securities Act of 1933. The securities offered include:

  • Common Stock: 125,000,000 shares

  • Preferred Stock: 25,000,000 shares

  • Offering Price: $1.25 per share

  • Total Offering Amount: $20,000,000

  • Offering Format: Continuous, best-efforts basis

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.”

Investor Presentation 

How to Invest

Investors may participate in this offering by visiting: NDTCO Open Self Directed IRA