MKG Enterprises Corp is offering up to $20 million in securities under Rule 506(c) of Regulation D, available exclusively to accredited investors.
MKG Enterprises Corp SEC CIK: 0001656858 is offering up to $20,000,000 of securities consisting of Common & Preferred Stock in a Regulation D Offering.
Proceeds from this offering will support MKG’s strategic growth across real estate, lending, SaaS technology, and financial inclusion efforts, with a mission to serve underserved markets and small businesses across the United States.
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: $5,000
- Stock Price: $1.25 per share
Combined Offering Framework: Reg D 506(c)
MKG Enterprises Corp is conducting a Reg D to accredited investors only: (verified)
- Regulation D Offering: Open to (accredited investors), subject to state Blue Sky filing
- Regulation D 506(c): Open to accredited investors only with unlimited raise potential
MKG Enterprises Corp operates through a vertically integrated model that includes:
Real estate investments and mortgage note acquisition
HEA (Home Equity Agreement) down payment assistance programs
Consumer and small business loans above $2,500
A white-label SaaS platform for tax, mortgage, and insurance professionals
A redesigned mobile app for small business financial management
Use of Proceeds
Loan Origination – Loans Above $2,500
Capital will be deployed to originate unsecured and business-purpose loans over $2,500, supporting:
Small business growth and working capital
Non-Recourse Tax Refund Advances
HEA Down Payment Assistance
Funds will expand MKG’s proprietary HEA model, providing down payment support in exchange for a share of future home equity appreciation, empowering low-to-moderate-income (LMI) homebuyers.
Mobile App Redesign for Small Business Enablement
MKG’s mobile apps (iOS & Android) will be redesigned as an all-in-one financial solution for small businesses, with:
Digital small business banking
QuickBooks-compatible bookkeeping & accounting
Invoice generation and payment collection
Phone and SMS features for customer communication
Revenue recognition and financial dashboard reporting
ProPort – Unified White-Label SaaS Platform
MKG Enterprises Corp will scale ProPort, its proprietary white-label SaaS solution that enables:
Tax consultants
Mortgage advisors
Insurance agents
to run branded businesses on MKG’s backend platform, including CRM, e-signature, client portals, and embedded compliance tools.
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.
Strategic Vision – Nationwide & Inclusive
As part of its long-term strategy, MKG Enterprises Corp is pursuing certification as a Community Development Financial Institution (CDFI) and aims to establish a digital financial presence in all 52 U.S. states and jurisdictions. This nationwide reach will support broader financial inclusion, economic empowerment, and scalable impact.
Combined Offering Framework: Reg D 506(c)
MKG Enterprises Corp is conducting a private placement designed to accommodate both institutional and accredited investors. This capital formation strategy includes:
A Regulation D 506(c) offering, open to accredited investors, family offices, institutions and HNW individuals.
These offerings are conducted separately but may share common assets, such as the opportunity to participate in Real estate investments and mortgage note acquisition
HEA (Home Equity Agreement) down payment assistance programs
Consumer and small business loans above $2,500
A white-label SaaS platform for tax, mortgage, and insurance professionals
Offering Overviews
Reg D Offering Overview
Open to: Accredited investors only (verified)
Maximum annual raise: $20,000,000
Minimum investment: $5,000
Securities Offered: Common Stock and Preferred Stock
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
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).
Regulation D Offering Restrictions
This offering is being conducted pursuant to Regulation D, Rule 506(c) under the Securities Act of 1933. Under this exemption:
🔒 Only verified accredited investors are eligible to invest.
❌ Non-accredited investors are not permitted to participate in this offering.
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.”
A non-accredited investor is any individual who does not meet the SEC's financial thresholds, which generally include:
Annual income below $200,000 (or $300,000 jointly with a spouse) over the past two years, or
Net worth below $1 million, excluding the value of a primary residence.
If you do not meet these requirements, you are considered non-accredited and not eligible to invest in this Regulation D offering.
Due to the increased risks and limited regulatory protections associated with private securities offerings, the SEC restricts participation in Rule 506(c) offerings to accredited investors only.
Non-accredited investors may not have the financial experience or tolerance to bear the risk of loss.
These restrictions help ensure investor protection in private markets that lack the disclosures of public offerings.
📌 This notice is for informational purposes only and does not constitute an offer to sell or a solicitation to buy securities.
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)
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:
Consult a qualified attorney, CPA, or financial advisor before making any investment decision.
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 OTCQB, 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. OTCQB is reserved for established, investor-focused companies that meet higher financial standards and disclosure requirements than other OTC tiers.
Forward-Looking Statement:
“This offering contains forward-looking statements regarding MKG Enterprises Corp’s business strategy, financial performance, and future plans, including but not limited to its intent to become a certified Community Development Financial Institution (CDFI), expand its digital presence across all 52 U.S. states and jurisdictions, and pursue a future Mini-IPO filing. If qualified, this offering may enable the Company to list its securities on a public trading exchange, such as the OTCQB Venture Market.”
These statements reflect current management expectations regarding enhanced brand visibility, adoption of MKG’s financial services, increased platform revenues, and the potential appreciation of its common stock. However, forward-looking statements involve risks, uncertainties, and changing regulatory and market conditions that could cause actual outcomes to differ materially from those projected.
There can be no assurance that the Company will achieve its business milestones, complete a Regulation A offering, secure a listing on OTCQB or any trading exchange, or that any investment will result in a positive return. Investing in this offering involves significant risk, including the potential loss of principal.
How to Invest
Investors may participate in this offering by visiting: NDTCO Open Self Directed IRA