iConsumer Corp.: Offering Circular

	Price to Public	Underwriting discount and commissions¹	Proceeds to issuer²	Proceeds to other persons
Per share	$0.045¹			N/A
Total Minimum	$100,000	0	$100,000	N/A
Total Maximum	$2,000,000	0	$2,000,000	N/A

Name	Position	Age	Term of office
Executive officers
Robert N. Grosshandler	President	60	Indefinitely from December 2010
Sanford David Schleicher	Chief Technology Officer	48	Indefinitely from April 2015
Directors
Robert Grosshandler		60	Since December 2010

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Common Stock	Robert N. Grosshandler 2724 Simpson Street Evanston, IL 60201	100,000,000 Direct ownership	N/A	100%
Series A Non- Voting Preferred Stock	Robert N. Grosshandler	39,000,000 Direct ownership; Mr. Grosshandler disclaims beneficial ownership of shares held by family members	N/A	39%
	Sanford D. Schleicher 2724 Simpson Street Evanston, IL 60201	12,000,000 Direct ownership; 4,000,000 Dehne Trust #1 beneficial ownership; 4,000,000 Dehne Trust #2 beneficial ownership	N/A	20%

BROKER-DEALER SERVICES AGREEMENT

This Broker-Dealer Services Agreement (“Agreement”) is made and entered into as of _________ by and between FundAmerica Securities, LLC, a Delaware limited liability company (“FundAmerica”, “us, “our”, or “we”), and iConsumer Corp. ( “Issuer”, “you” or “your”) (collectively, the “Parties”).

WHEREAS, FundAmerica is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) providing capital markets compliance and other services for market participants, including issuers conducting offerings of securities pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),as amended. In servicing this market, FundAmerica and/or its affiliates have created and maintain proprietary tools and technology, negotiated third-party integrations, and have developed operational services, including limited customer service and compliance, to provide certain back-end tools and specific compliance services to issuers raising capital; and,

WHEREAS, Issuer is undertaking a capital raising effort pursuant to the exemption from registration in Regulation A (the “Offering”); and,

WHEREAS, Issuer recognizes the benefit of having FundAmerica, as a regulated market participant, provide certain support services as described herein for proposed investors in its Offering; Issuer desires to retain FundAmerica and FundAmerica desires to be retained by Issuer pursuant to the terms and conditions set forth herein; and,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FundAmerica and Issuer agree as follows:

Issuer hereby retains FundAmerica to provide the services set forth in Section 2 below (the “Services”) during the Offering period, commencing on the date hereof and terminating on the earlier of the completion or cancellation of the Offering or the termination of this Agreement as provided in Section 8 hereof.

FundAmerica shall serve as the service provider for those potential investors in the Offering as requested by the Issuer. However, FundAmerica will not provide services for any investors who are introduced to the Offering by a registered broker-dealer that entered into a selling agreement with Issuer.

FundAmerica will not advise Issuer or any prospective investor with respect to the Offering, or the terms and structure thereof, which will be determined solely and exclusively by Issuer and its advisers in meeting its capital needs. Issuer will provide FundAmerica with copies of the Offering materials to be filed with the SEC and disclosures, including the form of Subscription Agreement to be executed by investors (the “Offering Statement”). Under no circumstances shall any communication, whether oral or written, be construed or relied on by Issuer as advice from FundAmerica. Issuer acknowledges that FundAmerica is not acting as a placement agent or underwriter for the Offering and has not and will not at any time provide any securities, financing, legal or accounting advice to Issuer. Issuer represents that it will only rely on the advice of its securities counsel, accountants and/or auditors, and any placement agent or underwriter. Further, Issuer acknowledges and understands that FundAmerica will not have any direct communication with investors. Any unsolicited contact will be redirected to Issuer or its designees.

FundAmerica Responsibilities — FundAmerica agrees to:

Accept investor data from Issuer, generally via the FundAmerica Technologies software system, but also via other means as may be established by mutual agreement of FundAmerica and Issuer;

Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering (“AML”), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information;

Review subscription agreements received from prospective investors to confirm they are complete;

Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2;

Contact Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from prospective investors;

Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions;

Provide investors with email confirmations relating to the Offering and their participation in it;

Serve as registered agent where required for state blue sky requirements, provided that in no circumstance will FundAmerica solicit a securities transaction, recommend the Issuer’s securities or provide investment advice to any prospective investor;

Transmit data to the Issuer’s transfer agent in the form of book-entry data for maintaining Issuer’s responsibilities for managing investors (investor relationship management, aka “IRM”) and record keeping;

Keep investor details and data confidential and not disclose to any third party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML);

Comply with any required FINRA filings including filings required under Rule 5110 for the Offering; and

Transmit any checks received from investors for deposit into the escrow account no later than noon the next business day after receipt.

Issuer Responsibilities — Issuer agrees to:

Refer investor data, at its sole and arbitrary discretion, to FundAmerica;

Ensure investors understand they are making a “self-directed” decision, and provide FundAmerica with all information details and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;

Immediately, but not later than within 24 hours, notify FundAmerica with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering; and

Provide FundAmerica with due diligence materials as it reasonably requests.

Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of an escrow agent and for investor subscription funds to be held in a segregated account at an FDIC insured bank pending closing or termination of the Offering;

Not compensate any person not registered with FINRA and the SEC and the appropriate state (“Unregistered Person”) directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering; and

Ensure the marketing and promotional activities it engages in, as related to the Offering, are not materially misleading and in compliance with all SEC rules and regulatory guidance, as well as industry best practices. In no event will Issuer or its agents provide “investment advice” or make securities recommendations to any investor. Issuer will not compensate any person for directly selling securities unless such person is associated with a FINRA member broker-dealer and is appropriately registered with both the SEC and the state(s) in which the investors reside. Issuer will use FundAmerica’s name and represent its limited role in the Offering consistent with Section 6 of this Agreement.

Compensation: For services provided under this Agreement, the terms and payments shall be:

Administrative Service Fees: Administrative service fees shall consist of AML checks of the issuer and its associated persons, AML checks of investors, together with any expenses incurred in providing these services. Administrative service fees will be charged to Issuer at the time of the service and are detailed in the Escrow Services Agreement entered into herewith.

Broker-Dealer Facilitation Fees: The FundAmerica facilitation and technology service fees will be 1.0% (one percent) of the gross proceeds received by the Issuer from the Offering for FundAmerica acting as an accommodating broker-dealer. Fees may be reduced on a case-by-case basis, or as required in compliance with FINRA rules. For the purposes of reduction of Fees, an email from FundAmerica to Issuer will constitute sufficient evidence of an alteration of the Fees contained in this Agreement. Any alteration to the Fees shall not be interpreted to be, or constitute an amendment or general waiver of the Fee Schedule or other terms of this Agreement unless specifically set forth by FundAmerica in writing.

Expenses: Issuer will be responsible for and pay directly to FINRA the fee for filing the Offering pursuant to Rule 5110.

Payment Terms: FundAmerica will charge administrative service fees directly to Issuer via ACH-debit and Issuer hereby authorizes such payment. Brokerage service fees are due upon the sale of securities to investors and Issuer agrees and directs that they will be paid from the flow of funds upon each closing without duplication of fees paid in prior closings. The Parties shall have the reasonable right to request and obtain documentation concerning the details of the payments due.

Compensation upon Termination. In the event of termination of the Offering by Issuer prior to its first closing (sale of Securities), Issuer agrees to reimburse FundAmerica for, or otherwise pay and bear, the full amount of FundAmerica’s accountable expenses incurred to such date (which shall include, but shall not be limited to, all fees and disbursements up to an aggregate reimbursement cap of $12,000. For purposes of clarification, compensation upon termination in this Section 3(e) shall be applicable only if the Issuer is unable to raise any capital in the Offering and/or does not meet any contingencies required before release of funds from the escrow account thereby requiring the return of funds to Subscribers in accordance with this Agreement and termination of the Offering.

Warranties and Representations:

The Issuer and FundAmerica represent and warrant that each has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound, and further:

FundAmerica warrants and represents to the Issuer that:

It is an SEC-registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business;

It is duly registered in all fifty states;

Its personnel who provide services to the Issuer are licensed securities representatives and/or principals, as required by rules applicable to the business being conducted;

It will not compensate any Unregistered Person with any fees based upon the amount or success of any investment in the Offering;

It will not solicit or sell investors any other services or investment products; and

It will not provide any investment advice nor any investment solicitation or recommendation to any investor.

Issuer warrants and represents to FundAmerica that:

The Offering Statement will comply with the disclosure requirements set out in the SEC’s Form 1- A and will not, to the Issuer’s knowledge in the exercise of reasonable care, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

It will comply with all applicable state securities (“blue sky”) laws and regulations and make state “notice” filings as required.

Issuer represents that no oral statement or written materials used to offer the securities covered by the Offering will, to the Issuer’s knowledge in the exercise of reasonable care, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Issuer further represents that it will comply with the provisions of Regulation A with respect to the manner, timing and content of all communications made in connection with the Offering.

Non-Exclusivity, No Underwriting: For clarity, FundAmerica Securities is not participating in the selling effort for this Offering. This Agreement is otherwise non-exclusive and shall not be construed to prevent either party from engaging in any business activities.

Limited License of Trademarks. During the term of this Agreement, Issuer has the option to generally use FundAmerica’s name, logo and trademarks on its website and other marketing materials, subject to FundAmerica’s advance approval, and so long as the use of FundAmerica’s name, logo or trademarks is not to be used in a manner that implies the Offering is endorsed, recommended, or vetted by FundAmerica, or that Issuer or its agents are authorized to act as a securities agent or a representative of FundAmerica. Furthermore, it is agreed that FundAmerica and Issuer each, in perpetuity, have the option to use the name and logo of one another in disclosing the existence of this business relationship.

Independent Contractor. It is agreed that FundAmerica and Issuer are independent contractors for the business and services provided hereunder. Under no circumstances shall this Agreement be deemed to imply or infer that Issuer and FundAmerica have anything other than an arm’s length and independent relationship. Both FundAmerica and Issuer shall be individually responsible and liable for their own respective federal, state, local and other taxes or fees, as well as all costs associated with their businesses. FundAmerica is not a fiduciary of the Issuer or its management or board of directors in regard to any of the Services provided under this Agreement.

Term and Termination: This Agreement is effective beginning on the date set forth above through the completion or cancellation of the Offering unless terminated by either Party pursuant to this Section 8.

Either Party may terminate their participation in this Agreement for a material breach of this Agreement immediately by giving notice via email to the other at any time. Such termination shall only affect future business and not apply to transactions or other business conducted prior to the date of termination. The non-breaching Party has the sole discretion to grant a period to cure by giving notice via email of the time period for such cure. However, the grant of a cure period does not waive any indemnification or rights of the non-breaching party to pursue all remedies.

In the event of any termination, the Parties shall cease referring and processing investors.

Mutual Indemnification: The Parties hereby agree as follows:

To the extent permitted by law, the Issuer will indemnify FundAmerica and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities resulting from the performance of FundAmerica’s Services set forth in this Agreement, including those allegedly arising out of any material misstatement or omission of material fact in the offering, as the same are incurred (including the reasonable fees and expenses of counsel), except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from FundAmerica’s willful misconduct or gross negligence in performing the services described herein.

To the extent permitted by law, FundAmerica will indemnify the Issuer and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities resulting from willful misconduct or gross negligence in the performance of FundAmerica’s Services set forth in this Agreement.

Promptly after receipt by FundAmerica or Issuer (each an “Indemnified Party”) of notice of any claim or the commencement of any action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified party will notify the person from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action or proceeding, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from counsel for the Indemnifying Party and from any other party in such action if counsel for the Indemnified Party reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld.

Each Party agrees to notify the other Party promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement.

If for any reason the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other, but also the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, FundAmerica’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by FundAmerica under this Agreement (excluding any amounts received as reimbursement of expenses incurred by FundAmerica).

Confidentiality and Mutual Non-Disclosure: It is acknowledged that in the performance of this Agreement each party may become aware of and/or in possession of confidential, non-public information of the other party. Except as necessary in this Agreement’s performance, or as authorized in writing by a party or by law, the Parties (and their affiliated persons) shall not disclose or make use of such non-public information. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require FundAmerica to maintain copies of practically all data, including communications and Offering materials, regardless of any termination of this Agreement. Notwithstanding the foregoing, information which is, or was, in the public domain (including having been published on the internet) is not subject to this section.

Notices: All notices given pursuant to this Agreement shall be in writing and sent via email to:

FundAmerica Securities: jonathan@fundamericasecurities.com
Issuer: rob@iconsumer.com

Binding Arbitration, Applicable Law and Venue, Attorneys Fees: This Agreement is governed by the laws of the State of New York, without regard to principles of conflict of laws to the extent the application of such principles would cause the law of a different state to apply. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the Financial Industry Regulatory Authority (“FINRA”), with venue in New York City, New York. Each of the Parties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes will be final and binding on all Parties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees.

Entire Agreement, Amendment, Severability and Force Majeure: This Agreement contains the entire agreement between Issuer and FundAmerica regarding this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of regulators, acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement must be amended in writing.

Electronic Signature and Communications Notice and Consent.

Each of Issuer and FundAmerica hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by that party in writing. Further, all Parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of that party’s signature or resulting contract between Issuer and FundAmerica. Furthermore, both Issuer and FundAmerica hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the Parties, may be made by email, sent to the email address of record as set forth in the Notices section above or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the Parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipient’s service provider, the Parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date set forth above.

FUNDAMERICA SECURITIES, LLC

By:________________________

ESCROW SERVICES AGREEMENT

This Escrow Services Agreement (the “Agreement”) is made and entered into as of ____, 2016, by and between FundAmerica Securities, LLC ( “Escrow Agent") and iConsumer Corp. (“Issuer”) (collectively the “Parties”) with respect to the offering known as “Series A Non-Voting Preferred Stock” pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). Escrow Agent and Issuer may be collectively referred to as the “Parties” or individually referred to as a “Party.”

WHEREAS, the Issuer proposes to offer for sale to investors, as disclosed in its offering circular on Form A-1 (the “Offering”) filed with the Securities and Exchange Commission (the “SEC”) File No. 024-10480, pursuant to Tier II of Regulation A under the Securities Act of 1933, for the offering of Issuer’s common stock (“Securities”) directly (“issuer-direct”) in the amount of at least $100,000 (the “Minimum Amount of the Offering”) and up to $2,000,000 (the “Maximum Amount of the Offering”).

WHEREAS, Issuer desires to establish an escrow account in which funds received from investors (“Subscribers”) will be held during the Offering, subject to the terms and conditions of this Agreement. FundAmerica Securities agrees to serve as Escrow Agent for the Subscribers with respect to such escrow account pursuant to Rule 15c2-4(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the terms and conditions set forth herein to be held at Alliance Bank, an FDIC insured bank (the “Bank”), in a segregated bank account as described below.

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Establishment of Escrow Account. Prior to Issuer receiving qualification from the U.S. Securities and Exchange Commission (“SEC”) allowing Issuer to commence the Offering, and prior to the receipt of the first investor funds, the Escrow Agent shall establish an account at the Bank entitled “FundAmerica Securities as Agent for iConsumer Corp.” (the "Escrow Account"). Within three business days after the account is established, the Escrow Agent shall provide Issuer with written confirmation that the account has been established and that investor funds will be accepted into the account, subject to Sections 3 and 4, below. At the same time, the Trustee shall also provide to Issuer a written description of the process under which the Trustee will maintain records pertaining to individual investors. The Escrow Account shall be a segregated, deposit account of the Escrow Agent at the Bank. The Escrow Agent shall maintain the Escrow Account and escrowed funds in a manner that is compliant with SEC Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

2. Escrow Period. The term of the Escrow Account (the “Escrow Period”) shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:

A. The date upon which the minimum number of securities required to be sold are sold (the “Minimum”) in bona fide transactions that are fully paid for, which is defined to occur when the Trustee has received gross proceeds of at least the Minimum Amount of the Offering that have cleared in the Escrow Account and the Issuer has triggered a

partial or full closing on those funds. Even after a partial close, for continuous offerings, Escrow shall remain open in order to perform investor AML, to clear investor funds, and to perform other tasks prior to the Issuer selling securities to any investor; or

B. December 31, 2016 if the Minimum Amount of the Offering has not been reached; or

C. The date upon which a determination is made by the Issuer to terminate the Offering prior to any closing.

For purposes of clarification, in the event that the Minimum Amount of the Offering is not deposited by December 31, 2016, all subscriptions will be refunded to subscribers without deduction or interest. If the Minimum Amount of the Offering is deposited by December 31, 2016, the Offering may continue until June 30, 2017, unless extended by the Issuer by written notice to the Escrow Agent or the Maximum Offering Amount is deposited.

During the Escrow Period, the Parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and (ii) the Issuer is not entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of the Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of the Issuer or any other entity, until the sale of the Minimum Amount of the Offering to such Subscribers in fully paid for bona fide transactions. The offering term may not be extended by the Issuer except in accordance with the provisions of the Offering Circular.

In addition, the Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering as set out in the Offering Statement covering the Offering. Issuer represents that no funds have yet been raised for the Offering and that all funds to be raised for the Offering will be deposited in the escrow account established by the Escrow Agent.

3. Deposits into the Escrow Account. Prior to termination of this Agreement, all Subscribers will be instructed by Issuer or its agents to transfer funds by wire or ACH transfer directly to the Escrow Account or deliver checks made payable to “FundAmerica Securities, LLC, as Agent to iConsumer Corp. Escrow Account” for deposit into the Escrow Account no later than noon the next business day after receipt by the Escrow Agent. Any check payable other than to the Escrow Account as required hereby shall be returned promptly to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer, and such check shall be deemed not to have been delivered to the Escrow Account pursuant to the terms of this Agreement. Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." Escrow Agent shall promptly deposit all monies received from Subscribers for the payment of the Securities into the Escrow Account, with an accounting of each posted to its ledger, which also sets forth, among other things, each Subscriber’s name, physical address, the quantity of securities purchased, and the date and amount paid. All monies so deposited in the Escrow Account are hereinafter referred to as the "Escrow Amount”. Issuer or its agents shall promptly, concurrent with any new or modified subscription, provide Escrow Agent with a copy of the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent in the performance of its duties under this Agreement.

4. Escrow Agent’s Representations and Warranties. Escrow Agent hereby represents and warrants as follows:

A. Escrow Agent is qualified and authorized to act as Escrow Agent and to perform the services described in this Agreement.

B. Escrow Agent shall comply in all material respect with all laws and regulations, including without limitation Rule 15c2-4 under the Exchange Act.

C. Escrow Agent shall comply with the government regulations pertaining to US Treasury, Homeland Security, Internal Revenue Service and the Securities and Exchange Commission, under which financial institutions are required to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions, including those requirements relating to information requested of the Issuer and Subscribers, which will be typical information requested in the gathering and verification guidelines. Escrow Agent shall follow best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them.

The Escrow Agent is under no duty or responsibility to enforce collection of any wire, check, or ACH delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent reasonably deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices.

The Escrow Agent may at any time reject or return funds to any Subscriber (i) who or which does not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines in its sole discretion that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds as Escrow Agent due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Escrow Agent shall promptly inform the Issuer in writing of the particulars regarding: (a) any such return or rejection; and (b) any determination by the Escrow Agent that it was or is necessary to deny, suspend or terminate participation in the Escrow Account of any Subscriber based on compliance with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The “particulars” shall include the same information included in the accounting under Section 3.

5. Disbursements from the Escrow Account. In the event the Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, the Escrow Agent shall terminate escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from the Subscriber, without deduction, penalty, or expense to the Subscriber.

In the event the Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from the Issuer (generally via notification in the API utilized between FundAmerica and Start Engine). Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to

accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds for disbursement.

Issuer will furnish Escrow Agent with a schedule of deductions from the Escrow Account for broker fees and other funds for management and offering and selling expenses, as set out in the Broker-Dealer Services Agreement entered between the Parties, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as is directed by Issuer directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

6. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH charge backs and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the escrow ledger to be made available to Issuer upon written request at any time and from time-to-time during the term of this Agreement. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. Any dispute that is between Issuer and a Subscriber, and does not involve the Escrow Agent, shall not be a basis for any delay in payment due to the Escrow Agent.

7. Investment of Escrow Amount. The Escrow Agent may, at its discretion, invest any or all of the escrow account balance as permitted under Rule 15c2-4 under the Exchange Act, which shall mean short term investments in: (a) bank accounts, (b) bank money-market accounts, (c) short term certificates of deposit issued by a bank, and/or (d) short-term securities issued or guaranteed by the U S Government. Interest accumulated on the balances shall be the property of Escrow Agent as part of its Escrow Administration Fee.

8. Escrow Administration Fees, Compensation of Escrow Agent. The Escrow Agent is entitled to escrow administration fees of: $225 escrow account set up charge, $25 fee per month for so long as the escrow account is open, any applicable fees for fund transfers (ACH $0.50, check $10.00, wire $15.00), electronic signature fee ($3.00 per investment, unlimited documents) and $5.00 per investor (one-time accounting fee upon receipt of funds) (collectively, “Escrow Administration Fee”). The Escrow Administration Fee shall not exceed a maximum amount of $100,000. Issuer is liable to Escrow Agent to pay and agrees to pay Escrow Agent such fees, even under circumstances where the Issuer has entered an agreement that said fees are to be paid by a funding platform or another representative of the Issuer. No fees are contingent in any way on the success or failure of the Offering. Furthermore, the Escrow Agent is exclusively entitled to retain any and all investment interest, gains and other income earned pursuant to item 7, above, as part of its compensation. No fees, charges or expense reimbursements of the Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of the Issuer (such as a funding platform, etc.), may be made via either the Issuer’s credit card or ACH information on file with FundAmerica Securities. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by the Issuer or the Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the escrow account.

9. Term and Termination. This Agreement will remain in full force during the Escrow Period. After this Agreement is terminated, certain provisions will remain in effect, including but not limited to, Sections 3, 5, 6, 10, 11 and 13 of this Agreement.

10. Binding Arbitration, Applicable Law and Venue, Attorneys’ Fees. This Agreement shall be governed by, and will be interpreted and enforced in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws to the extent the application of such principles would cause the law of a different state to apply. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in the city of New York, New York State. Issuer and FundAmerica Securities consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the Parties, the prevailing Party shall be entitled to recover damages plus reasonable attorneys’ fees, and the decision of the arbitrator shall be final, binding and enforceable in any court.

11. Indemnity. Each Party agrees to defend, indemnify and hold the other Party, including such Party’s affiliates, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively, “Indemnified Parties”), harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising from such Party’s material breach of any provision in this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) result from the willful misconduct or gross negligence of the Indemnified Parties. This defense and indemnification obligation will survive termination of this Agreement.

The indemnitee reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and the other indemnitor agrees to fully cooperate with the indemnitee in the defense of any such claim, action, settlement or compromise negotiations.

12. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and FundAmerica Securities regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform, except for the payment of money to the other party, due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

13. Changes. Subject to five business days prior written notice to Issuer, Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, to modify either this Agreement and/or the escrow account if reasonably necessary to comply or conform to such changes or interpretations. Furthermore, both parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of FundAmerica Securities. Except as so required to comply or conform to such changes or interpretations of new laws or regulations, no amendment to this Agreement shall be valid or enforceable without both parties’ prior written agreement and signatures on such agreement.

14. Notices. Any notices to Escrow Agent shall be sent to es crow@fundamericasecurities.com. Any notices to Issuer shall be sent to rob@iconsumer.com.

15. Language. This Agreement and all related pages, forms, emails, alerts and other communications shall be drafted and/or presented in English.

16. Electronic Signature and Communications Notice and Consent.

A. The parties agree to use Digital (“electronic”) signatures, often referred to as an “e-signature”, to enable paperless contracts and help speed up business transactions, and will sign this Agreement below by typing in their respective names, with the underlying software recording the parties’ IP address, browser identification, the timestamp, and a securities hash within an SSL encrypted environment.

B. The parties further agree that this electronically signed Agreement will be made available to both Issuer and Escrow Agent, as well as any associated bankers, brokers and platforms, to the extent permitted under this Agreement, so they can access and copy it. Escrow Agent shall store and make the Agreement accessible on its FundAmerica Securities Service.

C Issuer and Escrow Agent each hereby consents and agrees that electronically signing this Agreement constitutes Issuer’s and Escrow Agent’s signatures, acceptance and agreement as if actually signed by Issuer or Escrow Agent in writing. Further, both parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of either party’s signature or the resulting contract between Issuer and Escrow Agent. Both parties agree that its respective e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such transaction shall be considered authorized by such party.

D Furthermore, Issuer and Escrow Agent hereby agree that all current and future notices, confirmations and other communications regarding this Escrow Services Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in Section 13, above, or as otherwise from time to time is changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipient’s spam filters by the recipient’s email service provider, or due to a recipient’s change of address, or due to technology issues by the recipient’s service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to res end communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

E No physical, paper documents will be sent to Issuer, and if a party desires physical documents then it agrees to be satisfied by directly and personally printing, at that party’s own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that such party desire.

17. Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by email transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

18. Substitute Form W-9. Taxpayer identification number certification and backup withholding statement.

PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires the Issuer to provide the Escrow Agent with Issuer’s Taxpayer Identification Number (TIN).

Name of Business iConsumer Corp.

Tax Identification Number:

Check the appropriate box below:

[ ] We are exempt from backup withholding.

[ ] We are subject to backup withholding.

Under penalties of perjury, by signing this Agreement below I certify that the number shown above is our correct taxpayer identification number, we are not subject to backup withholding unless I’ve checked the appropriate box above, and that we are a U.S. domiciled business.

Your Consent is Hereby Given: By signing this Agreement electronically, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement as well as ongoing disclosures, communications and notices.

Agreed as of the date set forth above by and between:

By:__________________________
Name:
Title:

FundAmerica Securities, LLC

By:__________________________
Name:
Title:

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Preliminary Offering Circular Dated July 8, 2016 of our report dated July 7, 2016, which contains an emphasis of a matter paragraph on going concern, with respect to the financial statements of iConsumer Corp. for the year ended December 31, 2015.

Minneapolis, Minnesota

iCONSUMER TURNS CUSTOMERS INTO STOCKHOLDERS WITH INNOVATIVE NEW

iConsumer Jumpstarts The Business Startups (JOBS) Act

(CHICAGO) iConsumer is the first company of its kind: a coupon and cashback website and app rewarding customer loyalty by giving away ownership. iConsumer makes customers stockholders in the company when ever they use it to shop for deals and coupons earn cash back and refer friends.

iConsumer offers access to savings on more than 45,000 brands and cash back rebates from 1600+ stores such as Target, Overstock.com and Expedia. In addition to these deals customers also earn preferred stock in iConsumer every time they shop and refer friends.

Founded by Robert Grosshandler, creator of the trailblazing e-philanthropy site iGive, iConsumer is the first company leveraging Title IV, Tier 2 (“Reg. A+”) of the 2012 JOBS Act to make every customer a shareholder. Upon iConsumer’s qualification by the SEC, iConsumer customers receive stock in a public company in return for their help in growing the business.

“iConsumer is the only company to offer tradeable stock to all of its customers,” says Grosshandler.“ We’re building on the premise that ordinary people, the 99%, should have access to the startup economy. Our customers are building what could be a very large enterprise, I think they should be rewarded for that.”

“Congress made crowdfunding a startup possible. The SEC’s rules made it practical. We turned it inside out, by making every customer a shareholder in a company operating in a market where the successes have been huge. Because of that, the crowd can help make iConsumer a success and share in that success, without ever paying for even a single share of stock.”

In addition to customers earning stock as they save money and receive cash back rebates, accredited and unaccredited investors can invest in iConsumer via StartEngine, an equity crowdfunding portal.

iConsumer features include:

Ownership : Sign up as a member on www.iconsumer.com to automatically receive 100 free shares of stock. Referring new users to iConsumer also earns customers 100 more free shares. With every dollar of cash back earned, they also earn a dollar of iConsumer stock.

Shopping: With over 45,000 brands and 1,600+ stores offering deals on iConsumer, there is an incredible selection of savings opportunities. Coupons and exclusive sales take place daily on iConsumer with thousands of cash back deals on everything from flowers to hotels. iConsumer also offers in-store coupons and deals for shoppers who prefer brick-and-mortar stores.

Benefits: Being an iConsumer owner is about more than money, it’s about being part of the iConsumer community — learning about startups, learning about investing, and helping to build the business. iConsumer is releasing its Shareholder Academy next quarter, where shareholders and visitors alike can participate in the growth of a startup, learning about the thrills and opportunities a growing business encounters.

Public. iConsumer filed with the SEC in September. Once SEC qualified, iConsumer Corp. will comply with the heightened transparency and accountability the SEC regulations require. This includes audited financial statements, quarterly and annual reports, and management discussions about performance. In keeping with its goal of educating its shareholders, iConsumer will host webinars, provide financial dashboards, and opportunities for interaction with management at Shareholder Academy.

iConsumer is the first company to make every customer a shareholder with tradeable stock. It offers great savings with deals and coupons from 45,000+ brands, and enables customers to earn cash back from 1600+ stores such as Target, Overstock and Expedia as well as earn stock in iConsumer with each purchase. Founded by Robert Grosshandler, iConsumer is designed to help everyday people participate in building their financial future. For more information, visit www.iconsumer.com.

Paramount Public Relations

Orly Telisman Public Relations

Jessica Prah, 312-953-3257

Orly Telisman, 312-375-1230

jessica@paramountpr.com

Sarah Anderson, 312-544-4190

sanderson@paramountpr.com

DISCLAIMER. iConsumer is “testing the waters” under Securities Act of 1933 regulation. This process allows companies to determine whether there may be an interest in an eventual offering of its securities. The company is not under any obligation to make an offering under Regulation A. It may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering might not be made under Regulation A. If the company does go ahead with an offering, it will only be able to make sales after it has filed an offering statement with the SEC and the SEC has “qualified” the offering statement. The information in that offering statement will be more complete than the information the company is providing now, and could differ in important ways. Investors must read the documents filed with the SEC before investing.Statements herein apply only to U.S. citizens.

iCONSUMER TURNS CUSTOMERS INTO STOCKHOLDERS WITH INNOVATIVE NEW

E- COMMERCE SITE

iConsumer Jumpstarts The Business Startups (JOBS) Act

(CHICAGO) — iConsumer is the first company of its kind: a coupon and cashback website and app rewarding customer loyalty by giving away ownership. iConsume makes customers stockholders in the company whenever they use it to shop for deals and coupons earn cash back, and refer friends.

iConsumer offers access to savings on more than 45,000 brands and cash back rebates rom 1600+ stores such as Target, Overstock.com and Expedia. In addition to these deals, customers also earn preferred stock in iConsumer every time they shop and refer friends.

Founded by Robert Grosshandler, creator of the trailblazing e-philanthropy site iGive , iConsumer is the first company leveraging Title IV, Tier 2 (“Reg. A+”) of the 2012 JOBS Act to make every customer a shareholder. Upon iConsumer’s qualification by the SEC, iConsumer customers receive stock in a public company in return for their help in growing the business.

“iConsumer is the only company to offer tradeable stock to all of its customers,” says Grosshandler. “We’re building on the premise that ordinary people, the 99%, should have access to the startup economy. Our customers are building what could be a very large enterprise, I think they should be rewarded for that.”

In addition to customers earning stock as they save money and receive cash back rebates, accredited and unaccredited investors can invest in iConsumer via StartEngine, an equity crowdfunding portal.

iConsumer features include:

iConsumer is the first company to make every customer a shareholder with tradeable stock. It offers great savings with deals and coupons from 45000+ brands, and enables customers to earn cash back from 1600+ stores such as Target, Overstock and Expedia as well as earn stock in iConsumer with each purchase. Founded by Robert Grosshandler, iConsumer is designed to help everyday people participate in building their financial future. For more information, visit www.iconsumer.com.

Paramount Public Relations

Orly Telisman Public Relations

Jessica Prah, 312-953-3257

Orly Telisman, 312-375-1230

jessica@paramountpr.com

Sarah Anderson, 312-544-4190

sanderson@paramountpr.com

iConsumer where the 99% the 1% jealous

We’re not your grandmother’s shopping site.

iConsumer is cash back shopping with a twist. The crowd, the 99%, is building, and owning, a rival to eBates, RetailMeNot, and Coupons.com. Cash rebates at 1600+ stores, coupons from thousands more … you’ll save money, earn money, and you’ll get ownership,-,free. Real stock, real dividends, a real opportunity formerly reserved for the 1%.

Because the crowd is customer, owner, and cheerleader it eliminates the need to raise oodles of Wall Street type money in order to build a great big business. Instead of Wall Street winning if the company is successful, the crowd wins.

The old way: fat cat wall street types— venture capitalists, rich guys, insiders, raise money from the 1%. The business spends that money to attract lots of customers. Once big enough, they’d take the company public or sell it to a bigger company, hopefully making lots of money. eBates sold for about $960,000,000. That’s lots of money. RetailMeNot and Coupons.com are each worth about $1 billion. Groupon was valued at nearly $13 billion when it went public. That’s lots and lot of money.

With the crowd on our side, we don’t need no stinkin’ VCs. Give the 99% a real stake in the outcome, and they’ll build the business alongside us. Make the crowd win when the business wins.

The first 50,000 members get stock — for free. You’ll earn rebates from shopping plus you’ll get more ownership. Tell friends, get even more ownership.

Power from the people.

AD Office 11 — Telecommunications

Division of Corporation Finance


Letter to Prospective Shareholders	4

Risk Factors	6

Dilution	9

Plan of Distribution and Selling Securityholders	12

Use of Proceeds to Issuer	16

The Company’s Business	17

The Company’s Property	18

Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Directors, Executive Officers and Significant Employees	23

Compensation of Directors and Officers	24

Security Ownership of Management and Certain SecurityHolders	25

Interest of Management and Others in Certain Transactions	26

Securities Being Offered	27

Financial Statements	F-1

		Minimum Raise			Mid-Range Raise			Maximum Raise
Price per Share	$	0.045		$	0.045		$	0.045
Shares Issued		2,222,222			25,000,000			44,444,444
Capital Raised	$	100,000		$	1,125,000		$	2,000,000
Less: Offering Costs	$	(7,500	)	$	(50,000	)	$	(75,000	)
Net Offering Proceeds	$	92,500		$	1,075,000		$	$1,925,000
Net Tangible Book Value Pre-Financing	$	(57,614	)	$	(57,614	)	$	(57,614	)
Net Tangible Book Value Post-Financing	$	34,886		$	1,017,386		$	1,867,386

Shares Issued and Outstanding Pre-Financing		200,000,000			200,000,000			200,000,000
Post-Financing Shares Issued and Outstanding		202,222,222			225,000,000			244,444,444

Net tangible book value per share prior to offering	$	(0.0003	)	$	(0.0003	)	$	(0.0003	)
Increase/(Decrease) per share attributable to new investors	$	0.0005		$	0.0048		$	0.0079
Net tangible book value per share after offering	$	0.0002		$	0.0045		$	0.0076
Dilution per share to new investors	$	0.0448		$	0.0405		$	0.0374

	•	In June 2014 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.
	•	In December the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only1.3% of the company but her stake (at least on paper) is worth $200,000.
	•	In June 2015 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $26,660.

	•	New investors in the company who will pay cash for their investments; and

	•	Members of the company (shoppers who use the company’s website) who will be awarded preferred shares in reward for using iConsumer’s services and to encourage them to shop more through iConsumer and urge their friends to do the same. Members will earn shares of the company based on the amount of shopping rebates they earn. Members may also earn shares as incentive for other activities, including, but not limited to, signing up to become a member. The issuance of shares to members in exchange for their activities is a “sale” of shares under securities law, and thus must be registered with the SEC or made in reliance on an exemption from registration, such as Regulation A. This Offering Circular therefore covers the issuance of 75,000,000 preferred shares to members. The company will not receive cash from the issuance to members; the cash accounted for in “Use of Proceeds” will come from new investors.

	•	Advise the company as to permitted investment limits for investors pursuant to Regulation A;
	•	Communicate with the company and/or its agents, if needed, to gather further information or clarification from investors;
	•	Serve as registered agent where required for state blue sky requirements, but in no circumstance will FundAmerica Securities solicit a securities transaction, recommend the company’s securities or provide investment advice to any prospective investor; and
	•	Transmit the subscription information data to FundAmerica Securities Transfer LLC, the company’s transfer agent and an affiliate of FundAmerica Securities.

	•	Marketing expenses in the amount of approximately $1,450,000.
	•	Expenses for website development in the amount of approximately $200,000.

	1)	iConsumer Web Site launch
	2)	Data integration with retail partners
	3)	Data integration with advertising partners
	4)	“Shareholder Academy” launch
		(This is a site owned and operated by iConsumer, reachable at www.ShareholderAcademy.com. It contains information about iConsumer, and equity crowdfunding in general.)
	5)	Facebook data integration
	6)	Twitter data integration
	7)	Member reporting
	8)	Customer support testing and training
	9)	Marketing tool integration
		(The company uses third party tools to market and test campaigns.)
	10)	Strategic public relations campaign – design and test
	11)	Tactical public relations campaign – design and test
	12)	Test Facebook ad campaign
	13)	Test Google search campaign
	14)	Test Google /others display ad campaign
	15)	Member cash back fulfilment
		(Members earn cash rebates by shopping at participating stores, in addition to earning stock in iConsumer. Those rebates must be transmitted to members. Fulfilment may be in the form of checks, Paypal, or ACH transfers.)
	16)	Amazon data integration

1)	Create full scale marketing/advertising campaign
	a.	Facebook
	b.	Google search
	c.	Google display
	d.	Retargeting /remarketing
	e.	Others
2)	Create full scale PR campaign
3)	Launch revamped Android /IOS and browser apps
4)	Pursue listing on OTC market (DTC / DWAC qualifications)

	1)	Begin web site revamp
	2)	Launch full scale marketing campaign, including PR, designed to raise the balance of the offering and attract new customers.

	Page

INDEPENDENT AUDITOR’S REPORT	F-3–F-4

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Balance Sheets	F-5

Statements of Operations	F-6

Statements of Changes in Stockholders’Equity (Deficit)	F-7

Statements of Cash Flows	F-8

Notes to Financial Statements	F-9–F-15

	2015		2014
ASSETS
Current Assets
Cash	37		0
TOTAL ASSETS	37		0
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Member Cash Back Payable	937		0
Preferred Stock Distributable	937		0
Total Current Liabilities	1,875		0
Non-Current Liabilities
Due to Related Parties	55,776		3,211
Total Non-Current Liabilities	55,776		3,211
Total Liabilities	57,651		3,211
Stockholders' Equity (Deficit)
Class A Common Stock, 1,000,000 authorized, $0.001 par, converted to Common Stock as of July 6, 2015	0		1,000
Class B Common Stock, 1,000,000 authorized, $0.001 par, converted to Preferred Stock as of July 6, 2015	0		1,000

Common Stock, 150,000,000 authorized, $0.001 par, 100,000,000 issued and outstanding AT December 31, 2015	100,000		0
Series A Non-Voting Preferred Stock, 250,000,000 authorized, $0.001 par, 100,000,000 issued and outstanding at December 31, 2015	100,000		0
Paid in Capital	(200,000	)	(2,000	)
Accumulated Deficit	(57,614	)	(3,211	)
Total Stockholders' Equity (Deficit)	(57,614	)	(3,211	)
TOTAL LIABILITIES &STOCKHOLDERS’ EQUITY (DEFICIT)	37		0

	2015		2014
Revenues:
Commissions from Merchants	1,177		0
Royalties	0		250
Total Income	1,177		250

Cost of Goods Sold
Member Cash Back Expense	937		0
Total	937		0

Gross Profit	239		250

Operating Expenses
Accounting	1,800		0
Bank Service Charges	63		0
Hosting Fees	0		250
Legal Fees	51,607		915
Marketing	937		0
Royalties	235		0
Total Operating Expenses	54,643		1,165

Net Loss	(54,403	)	(915	)

																Additional
	Class A Common				Class B Common
	Stock				Stock				Common Stock			Preferred Stock				Paid-In						Total
	Number				Number
	of		Amount		of		Amount		Number of		Amount	Number of		Amount		Capital			Accumulated			Stockholders’
			Par				Par				Par			Par								Equity
	Shares		$.001		Shares		$ .001		Shares		$.001	Shares		$.001		(Deficit)			Deficit			(Deficit)

Balance at January 1, 2014	1,000,000	$	1,000		1,000,000	$	1,000		-	$	-	-	$	-	$	(2,000	)	$	(2,296	)	$	(2,296	)

Net Loss																		$	(915	)	$	(915	)
Balance at December 31, 2014	1,000,000	$	1,000		1,000,000	$	1,000		-	$	-	-	$	-	$	(2,000	)	$	(3,211	)	$	(3,211	)

Reclassification	1,000,000	$	(1,000	)	1,000,000	$	(1,000	)	100,000,000	$	100,000	100,000,000	$	100,000	$	(198,000	)
Net Loss																		$	(54,403	)	$	(54,403	)
Balance at December 31, 2015	-	$	-		-	$	-		100,000,000	$	100,000	100,000,000	$	100,000	$	(200,000	)	$	(57,614	)	$	(57,614	)

	2015		2014
OPERATING ACTIVITIES
Net Loss	(54,403	)	(915	)
Adjustments to reconcile net income to net cash provided by operations:
Accrued Accounts Payable	(1,184	)	0
Increase in Due to Related Party	53,749		915
Member Cash Back Payable	937		0
Preferred Stock Distributable	937		0
Net cash provided by Operating Activities	37		0

Net cash increase for period	37		0

Cash at beginning of period	0		0

Cash at end of period	37		0

NON CASH SUPPLEMENTAL INFORMATION:
Conversion of Class A and Class B Common Stock to Common Stock and Preferred Stock	198,000		0

2.1	Amended Certificate of Incorporation*
2.2	Bylaws*
3.1	Certificate of Designations*
4	Form of Subscription Agreement*
6.1	Amended and Restated Software Licenses and Services Agreement with Outsourced Site Services, LLC dated May 25, 2016
6.2	Form of Broker-Dealer Services Agreement with FundAmerica Securities LLC
7	Recapitalization and Exchange Agreement dated July 6, 2015*
8	Form of Escrow Agreement
11	Auditors’ Consent
12	Opinion of KHLK LLP
13	“Testing the Waters” materials

	(iii)	alleging the invalidity, misuse, unregistrability, unenforceability or infringement of any copyrights, trade secret rights or patent rights in the Licensed Software or

	(iv)	alleging any third-party infringement, misappropriation or violation of any copyrights, trade secrets or patent rights in the Licensed Software nor, to its knowledge, is any third party infringing, misappropriating or violating, or preparing or threatening to infringe, misappropriate or violate, any copyrights, trade secrets or patent rights in the Licensed Software,

By	/s/ Robert N. Grosshandler

	Robert N. Grosshandler, Chief Executive Officer of iConsumer Corp. Inc.

	/s/ Robert N. Grosshandler

	Robert N. Grosshandler, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Sole Director
	Date: July 8, 2016

	(i)	the amount in dispute; and

	(ii)	the reason forthe dispute set out in sufficient detail to facilitate investigation by Licensor and resolution by the parties;

	(i)	Licensor, its licensors, and Sub-Licensor reserve and retain their entire right, title and interest in and to all tntellectual Property Rights arising out of or relating to the Licensed Software; and

	(ii)	none of the Licensee or Authorized Users acquires any ownership of Intellectual Property Rights in or to the Licensed Software or Documentation as a result of this Agreement.

	(i)	have, acquire or claim any right, title or interest in or to any Licensee Data as a result of this Agreement or any interest in the Licensed Software or any Open-Source Components; or

	(ii)	have any right or license to, and shall not, use any Licensee Data or Licensee Modifications except solely as and to the extent necessary to perform the Services hereunder.

	(i)	conflict with or violate any applicable Law;

	(ii)	require the consent, approval or authorization of any governmental or regulatory authority or other third party; or

	(iii)	require the provision of any payment or other consideration to any third party;

	(i)	infringe, misappropriate or otherwise violate any Intellectual Property Right or other right of any third party; or

	(ii)	fail to comply with any applicable Law;

	(i)	alleging that any use of the Licensed Software or Documentation does or would infringe, misappropriate or otherwise violate any copyright, patent, trade secret or other Intellectual Property Right of any third party;

	(ii)	challenging Licensor's ownership of or right to use or license, any Licensed Software or Documentation, or alleging any adverse right, title or interest with respect thereto;

	(i)	Harmful Code; or

	(ii)	Open-Source Components or operate in such a way that it is developed or compiled with or linked to any Open-Source Components, other than Approved Open-Source Components specifically described in Schedule A and the controlling Open Source License; or

	(iii)	Controlled Technology, except as expressly disclosed in Schedule A or, with respect to any Maintenance Release, as will, in advance of the delivery of such Maintenance Release have been both disclosed to and expressly approved by Licensee in writing; and

	(i)	when used in the Operating Environment or any successor thereto in accordance with the Documentation, all Licensed Software as provided and installed by Licensor, will be fully operable, meet all applicable specifications, and function in all material respects, in conformity with this Agreement and the Documentation; and

	(ii)	any media on which any Licensed Software or Documentation is delivered will be free of any damage or defect in design, material or workmanship, and will remain so under ordinary use as contemplated by (A) this Agreement and, with respect to the Licensed Software, (B) the Documentation; and

	(iii)	no Maintenance Release or New Version, when properly installed in accordance with this Agreement, will have a material adverse effect on the functionality or operability of the Licensed Software.

	(i)	obtain the right for Licensee to continue to use such Licensed Software materially to the full extent contemplated by this Agreement; or

	(ii)	modify or replace the materials that infringe or are alleged to infringe ("Allegedly Infringing Materials") to make the Licensed Software and all of its components (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Licensed Software under this Agreement; or

	(i)	refund or credit to Licensee all amounts paid by Licensee in respect of such Allegedly Infringing Materials and any other parts, features or functions of the Licensed Software, Documentation or Services that Licensee cannot reasonably use as intended under this Agreement proportionate with the extent to and period during which Licensee's exercise of its rights under this Agreement respecting the Allegedly Infringing Materials have been and will be materially impaired; and

	(ii)	in any case, at its sole cost and expense, secure the right for Licensee to continue using the Allegedly Infringing Materials for a transition period of up to twelve (12) months to allow Licensee to replace the affected features of the Licensed Software without disruption; and

If to Licensor:	Outsourced Site Services, LLC
	2724 Simpson Street
	Evanston, IL 60201
	E-mail: rob@grosshandler.com
	Attention: Robert Grosshandler

If to Licensee:	iConsumer Corp.
	Suite 351
	19821NW 2nd Ave
	Miami Gardens, FL 33169
	E-mail: rob@ iconsumer.com
	Attention: Robert Grosshandler

	(i)	to any of its Affiliates, provided that all such rights, obligations and performance hereunder shall revert to Licensee automatically and immediately at such, if any, time as such affiliated entity ceases to be an Affiliate of Licensee, and provided further that Licensee shall remain responsible for all acts and omissions of such Affiliate in the performance of this Agreement; or

	(ii)	in connection with any merger, consolidation or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity), or a sale of all or substantially all of Licensee's business or assets relating to this Agreement to an unaffiliated third party of good financial standing.

	i.	Accept investor data from Issuer, generally via the FundAmerica Technologies software system, but also via other means as may be established by mutual agreement of FundAmerica and Issuer;

	ii.	Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering (“AML”), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information;

	iii.	Review subscription agreements received from prospective investors to confirm they are complete;

	iv.	Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2;

	v.	Contact Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from prospective investors;

	vi.	Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions;

	vii	Provide investors with email confirmations relating to the Offering and their participation in it;

	viii.	Serve as registered agent where required for state blue sky requirements, provided that in no circumstance will FundAmerica solicit a securities transaction, recommend the Issuer’s securities or provide investment advice to any prospective investor;

	ix.	Transmit data to the Issuer’s transfer agent in the form of book-entry data for maintaining Issuer’s responsibilities for managing investors (investor relationship management, aka “IRM”) and record keeping;

		x.	Keep investor details and data confidential and not disclose to any third party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML);

		xi. xii.	Comply with any required FINRA filings including filings required under Rule 5110 for the Offering; and Transmit any checks received from investors for deposit into the escrow account no later than noon the next business day after receipt.
b.	Issuer Responsibilities — Issuer agrees to:

ICONSUMER CORP.	FUNDAMERICA SECURITIES, LLC


By:________________________	By:________________________

Media Contacts:	Paramount Public Relations
Orly Telisman Public Relations	Jessica Prah, 312-953-3257
Orly Telisman, 312-375-1230	jessica@paramountpr.com
orly@orlypr.com	Sarah Anderson, 312-544-4190
	sanderson@paramountpr.com