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: $250

- 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 (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.*


Combined Offering Framework: Reg D 506(c)


MKG Enterprises Corp is conducting a dual-offering strategy designed to accommodate both public investors and accredited participants. This framework includes:

A Regulation D offering, open to the general public

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 non-accredited investors


Maximum annual raise: $20,000,000

Minimum investment: $250

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)


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

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: $250

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)

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.”


How to Invest

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