PART II: INFORMATION REQUIRED IN OFFERING CIRCULAR

ITEM 1

COVER PAGE OF PRELIMINARY OFFERING CIRCULAR

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:

As soon as practicable after the effective date of the Offering Statement

(888) 525-0010

Termination Date of Offering: November ___, 2017 Unless Extended

An Offering Statement pursuant to Regulation A (17 CFR 230.251, et seq.) relating to the securities described hereinbelow has been filed with the U. S. Securities and Exchange Commission (the “Commission”). Information contained in this preliminary offering circular is subject to completion or amendment (the “Preliminary Offering Circular”). The securities described herein may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before the registration or qualification under the laws of any such state. The applying Issuer/Registrant may elect to satisfy its obligation to deliver a final offering circular (“Final Offering Circular”) by sending you a notice within two business days following the completion of its sale to you that contains the uniform resource locator (“URL”) where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed or may be obtained.

Preliminary Offering Circular, Subject to Completion, Dated August __, 2017

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING . ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

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There currently is no market for our securities and a public market may never develop or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market at the time of this Offering. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

		Price to the Public				Underwriting Discount and Commissions				Proceeds to Issuer (2)				Proceeds to Other Persons
Per Share (3)		$	6.00				(1)			$	6.00				(4)
Total Minimum:		$	499,998				(1)			$	499,998				(4)
Total Maximum:		$	15,000,000				(1)			$	15,000,000				(4)

_______________________

(1)	The Company’s common stock (the “Shares) is being offered on a “best-efforts” basis through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”) or through other independent referral sources to the extent regulatory standards may require or in furtherance of a successful Offering raise. As of the date of this Offering Circular, selling agreements had been entered into by us with at least one broker-dealer firm, Alexander Capital LLC. Selling commissions of from 2%-8% of the Offering Price may be paid to broker-dealers who are members of FINRA with respect to sales of Shares made by them and compensation may be paid to consultants and finders in connection with the offering of Shares. We may also pay incentive compensation to registered broker-dealers in the form of common stock or warrants in us. We may be required to indemnify participating broker-dealers and possibly other parties with respect to disclosures made in the Offering Circular. We reserve the right to enter into posting agreements with equity crowdfunding websites and administrative and escrow agreements with FINRA member broker-dealer or other firms in connection with this Offering, for which we may pay fees and issue warrants as compensation.
(2)	The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, referral fees, selling and other costs incurred in the offering of the shares. See “Use of Proceeds” and “Plan of Distribution.”
(3)	The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A. See “Plan of Distribution.”
(4)	Additional fees for legal review and opinion(s), accounting costs as well as expenses related to the drafting of this Offering and related legal fees should not exceed $29,250.

We are providing the disclosure in the format prescribed by Part II of Form 1-A.

[Balance of Page Intentionally Left Blank]

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THIS OFFERING CIRCULAR IS NOT KNOWN TO CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT, NOR TO OMIT MATERIAL FACTS WHICH IF OMITTED, WOULD MAKE THE STATEMENTS HEREIN MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS SUMMARIZED HEREIN. REFERENCE SHOULD BE MADE TO THE CERTIFICATION OF RIGHTS, PREFERENCES AND PRIVILEGES AND OTHER DOCUMENTS REFERRED TO HEREIN, COPIES OF WHICH ARE ATTACHED HERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCH AGREEMENTS AND DOCUMENTS.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX, AND OTHER RELATED MATTERS CONCERNING HIS INVESTMENT.

THE COMPANY HAS MADE ARRANGEMENTS TO PLACE FUNDS RAISED THROUGH THIS OFFERING IN AN ESCROW ACCOUNT. All subscriptions during the Initial Offering Period will be held in an escrow account with Rachel Boulds, a PCAOB-qualified CPA with offices in Murray, Utah. The funds escrowed until the $499,998 offering is achieved will be held by Esquire Bank (a Jericho, New York-based state bank with branches in Jersey City, New Jersey and Palm Beach, Florida. Net proceeds from such subscriptions will not be paid to the Company until receipt of the minimum offering amount of $499,998. If the $499,998 minimum offering amount is not achieved, the related proceeds will be returned to the investors without interest. Investors are reminded that, given the duration of the Initial Offering Period, subscriptions may be held in escrow for up to nine (9) months from the date of this Offering Circular. In addition, while it is expected that interest will be earned on escrowed funds, any interest earned will not be returned to subscribers but rather will be paid the Escrow Agent to defray the costs of the escrow.

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DISTRIBUTION SPREAD

This is the initial offering of common stock of McGraw Conglomerate Corporation, a recently organized Delaware corporation (hereinafter sometimes referred to as “McGraw”, the “Company, “we”, “us” and “our”). We are offering for sale a total of 2,500,000 shares of our common stock at a fixed price of $6.00 per share for the duration of this offering (the “Offering”) There is an 83,333 share ($499,998) minimum that must be sold by us. The Offering is being conducted on a best efforts basis through registered broker-dealers which firms will be paid brokerage commissions ranging from 2%-8% of the Purchase Price. To the extent that our officer and/or director introduces friends, family members and business acquaintances to such selling agents, s uch officer and director will not receive commissions or any other remuneration from any such sales. We are employing Regulation A to qualify our securities for public trading under applicable Commission rules and will be subject to reduced Regulation A alternative public company reporting requirements.

The shares will be offered for sale at a fixed price of $6.00 per share for a period of 90 days from the effective date of this Offering Circular, unless extended by our board of directors for up to an additional 180 days. If all of the shares offered by us are purchased, the gross proceeds to us will be $15,000,000. Assuming the 83,333 share ($499,998) minimum is achieved, all funds raised will become available to us and will be used in accordance with our intended “Use of Proceeds” as set forth herein. Unless the minimum is achieved, investors are advised that they will not be entitled to a refund and could lose their entire investment.

There are no selling securityholders.

We are a development stage company and currently have no operations. Any investment in the shares offered hereby involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for the Company.

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THIS OFFERING CIRCULAR MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING CIRCULAR FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

THIS OFFERING IS SUBJECT TO WITHDRAWAL OR CANCELLATION BY THE COMPANY AT ANY TIME AND WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH INVESTOR.

THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR ALL RESIDENTS OF ALL STATES:

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

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ITEM 2.

TABLE OF CONTENTS.

Item 1.	Cover of Offering Circular		1
Item 2.	Table of Contents		6
Item 3.	Summary of Offering and Risk Factors		7
Item 4.	Dilution		23
Item 5.	Plan of Distribution and Any Selling Securityholders		27
Item 6.	Use of Proceeds		33
Item 7.	Our Business		38
Item 8.	Our Properties		41
Item 9.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
Item 10.	Directors, Executive Officers, and Significant Employees		45
Item 11.	Compensation of Directors and Executive Officers		49
Item 12.	Security Ownership of Management and Certain Security Holders		50
Item 13.	Interest of Management and Others in Certain Transactions		51
Item 14.	Securities Being Offered		52
Part F/S	Auditor’s Letter and Audited Statements of Financial Condition		F-1

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ITEM 3.

SUMMARY OF OFFERING

The following summary is qualified in its entirety by the more detailed information and the financial statements and notes thereto appearing elsewhere in this Offering Circular. Prospective investors should consider carefully the information discussed under “Summary of Offering and Risk Factors.” An investment in our securities presents substantial risks and you could lose all or substantially all of your investment.

Basis of Presentation; Explanatory Notes.

For interpretative purposes, respective to our responses in this Offering Circular, we consider ourselves a “small business” as that term is defined in 17 CFR 230.157.

Advice of Forward-Looking Statements

There are various sections of this Offering Circular that contain “forward-looking statements.” We use words such as “believe, “intend,” “expect,” “anticipate”, “plan,” “may,” “will,” and similar expressions (in either their singular or plural forms) to identify forward-looking statements. All forward-looking statements including, but not limited to, projections or estimates concerning any former business or plan of operations, including demand for our products and services, mix of revenue streams, ability to control and/or reduce operating expenses, anticipated operating results, cost savings, product development efforts, general outlook of our business and industry, our business, competitive position, adequate liquidity to fund our operations, and meet our other cash requirements, are inherently uncertain as they are based on our management’s expectations and assumptions concerning such future events. These forward-looking statements are subject to numerous known and unknown risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those we anticipate and convey by the use of such forward-looking statements and, for many reasons, are subject to certain risks. All forward-looking statements in this Offering Circular are made as of the date hereof, based on information available to us (taking into consideration that certain information is unknown or not available to us) as of the date hereof, and we assume no obligation to update any forward-looking statement or information contained in this Offering Circular.

 

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The following Summary highlights material information contained elsewhere in this Offering Circular. This summary does not contain all of the information you should consider before investing in our common stock. Before making an investment decision, you should read the entire Offering Circular carefully, including the “Summary of Risk Factors” section, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, the financial statements and the notes to the financial statements.

Overview

2,500,000 shares of common stock (the “shares”) are being offered hereby by MCGRAW CONGLOMERATE CORPORATION, a development stage Delaware corporation (the “Company,” “McGraw,” “we,” “us” or “our”), on a best-efforts basis.

At the present time, there is no public market for the Company’s securities. An investment in the shares offered for sale under this Offering Circular involves a high degree of risk. You should purchase Company securities only if you can afford losing your entire investment. (See “Risk Factors” beginning on page 11 of this Offering Circular.)

Unless earlier terminated, the Initial Offering Period will be up to 90 days from the date hereof unless extended for up to an additional 180 days in the sole discretion of the Company. The Company is offering a minimum of $499,998 up to a maximum of $15,000,000 of such shares. (See “Plan of Distribution.”) The date that (1) subscriptions for a minimum of $499,998 in shares have been received and (2) the Company has accepted such subscriptions, will mark the end of the Initial Offering Period. At such time, funds raised to that point will be released to the Company, until the up to nine (9) month Initial Offering Period is concluded or the Offering is discontinued. As described in greater detail in “Plan of Distribution,” the Offering is being made pursuant to an Offering Circular which may be extended for additional periods which will, in the aggregate, not exceed 24 months from the date of this Offering Circular and only if this Offering Circular and associated Offering Statement is substantially amended (the “Continuous Offering Period”). During the Initial and Continuous Offering Periods (up to 9 and 24 months, respectively), Shares will be offered at $6.00 per share (the “Selling Price”). If a minimum of $499,998 of shares is not sold during the Initial Offering Period (as it may be extended), investor funds held in escrow will be promptly returned, excluding any interest, if any.

The minimum purchase is $1,200 (200 shares); additional purchases by existing Shareholders may be made in increments of $600 or more.

 

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BECAUSE THE MINIMUM CLOSING AMOUNT IS $499,998, INVESTORS ARE CAUTIONED TO CAREFULLY EVALUATE THE COMPANY’S ABILITY TO FULLY ESTABLISH ITS STATED OBJECTIVES AND TO INQUIRE AS TO CURRENT DOLLAR VOLUME OF SUBSCRIPTIONS.

The following Summary is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular. All references in this Offering Circular to shares are as of March 31,2017 unless otherwise specified. Prospective investors should carefully consider the information set forth under the heading “Summary of Risk Factors.”

McGraw is a recently organized Delaware corporation located at 1900 E. Golf Road--Suite , Schaumburg , Illinois 60173 (Telephone: 888-525-0010). The Company intends, thru its contemplated acquisitions and subsidiaries, to expand existing and profitable business models into more fully developed operations, thereby increasing revenue and profitability of each entity for the benefit of its shareholders. The Company will implement a growth by acquisition model, in pursuit of acquiring profitable companies that are viewed as:

1. “Low beta” opportunities, safe havens with low volatility

2. Early in respective business life cycle

3. Unrealized industry growth potential

4. Offering long-term retention of key management and personnel

5. Long term value for shareholders

See “The Business” and “Plan of Distribution.”

As an emerging growth company in the early exploration stage, our plan of operations has been structured in a manner that management believes brings the requisite skills and services to the Company in order to operate efficiently and at the same time manage overhead costs. It is anticipated that, unless at least the minimum of this Offering is achieved, the Company will not have any employees beyond its sole officer.

 

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SUMMARY FINANCIAL DATA

The Summary Financial Information, all of which has been derived from audited financial statements included elsewhere in this Offering Circular, reflects the operations of the Company for its limited operating history as of and for the period from inception to April 26, 2017. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Current Assets		$	172
Non-current Assets		$	0
Current liabilities		$	42,715
Long Term Liabilities		$	0
Gross Profit		$	0
Loss from Continuing Operations since inception		$	(42,743	)
Net Loss		$	(42,743	)

PRO FORMA FINANCIAL INFORMATION

Pro forma financial information has not been presented since no significant business combination has occurred or is probable and, even where possible or remote, there have been no significant historical operations. Consequently, pro forma information would serve no useful purpose.

Compiled, unaudited financial statements as of May 15, 2017 (see Appendix I) are provided in this Offering Circular. In addition, summary financial data is provided in “Selected Financial Data” above.

 

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RISK FACTORS

Investing in our shares involves a high degree of risk and many uncertainties. You should carefully consider the risks described below along with all of the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our shares. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occur, our business, results of operations and financial condition may suffer significantly. As a result, if and when our common stock is eligible to become quoted, the trading price of our shares could decline, and you may lose all or part of your investment in our shares. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.

(1) THE PRICE OF THE SHARES OFFERED HAS BEEN ARBITRARILY ESTABLISHED. The $6.00 per share price of the common stock has be established by our current management, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The offering price bears little relationship to the assets, net worth or any other objective criteria.

(2) THE COMPANY, IN THE EARLY STAGES OF DEVELOPMENT, HAS ONLY RECENTLY BEEN ORGANIZED, NO HISTORY OF OPERATIONS AND MINIMAL CAPITAL RESOURCES, WHICH MAY BE INADEQUATE TO FULLY IMPLEMENT ITS BUSINESS PLAN. IN ADDITION, UNFORESEEN MARKET FLUCTUATIONS CAN ADD TO THE VOLATILITY OF THE COMPANY’S DEVELOPMENT PLANS. IF ADDITIONAL FINANCING IS REQUIRED BUT NOT OBTAINED, OR MARKET CONDITIONS DO NOT IMPROVE, THE INVESTOR RISKS LOSING ALL OR PART OF HIS INVESTMENT. (See “The Company.”)

More specifically, to the extent that the Company implements its long-term medical facility construction plans, the Company must engage a licensed medical group and the Company’s business will be subject to the joint venture partnership with the licensed medical group. The Company will also rely on the partnership with the medical group to supply all medical doctors, managers and personnel to the project in the short and long-term, during and after completion of each proposed medical development project.

To the extent that the Company implements its residential real estate development plans, fluctuations in the real estate market could cause delays in the execution of the business plan, the Company’s business will be subject to lack of mortgages for both high-end and affordable homes as well as increased availability of houses on the market which could extend the time that a house remains on the market as well as encountering all of the problems, expenses, delays and risks inherent in a new business enterprise (including limited capital, delays in program development, possible cost overruns, uncertain market acceptance and a limited operating history). (See also below “Risk Factors -- Reliance on Management.”) In addition, the Company’s future success will depend upon factors which may be beyond its control or which cannot be predicted at this time and could cause investors to lose all of their investment.

 

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To the extent that the Company implements its dealership services, auto dealership, entertainment and fitness, oil and clean energy as well as financial and insurance services acquisition plans, the Company’s business will be subject to the target acquisition’s business activities, customer/client retention, customer service and business revenue stability. The Company is subject to the target line of business’s continued communication with the Company’s principals, and legal counsel, to effectively transition ownership and revenue to the Company during the timeframe leading up to the maximum amount to be raised by the Offering, or to the entire purchase price negotiated with the target having been realized, whichever occurs first.

Moreover, the Company will be subject to obtain all necessary federal, state and local permits, licenses and approvals necessary to operate as a licensed financial service, mortgage, or banking entity. The Company’s business is also subject to the current owner’s expertise and assistance in the creation, development and marketing of the new entertainment and fitness business plan. The Company will rely on input and professional relationships provided by the current owner(s), to develop and market the existing televised events, development of the brand name nationwide. With regard to the oil and clean energy line of business, the Company is also subject to the industry professionals currently employed by the target at the oil fields remaining in place, and working for the Company during and after the transition of ownership. The Company might not achieve profitability in the future. If the Company fails to achieve profitability, its growth strategies could be materially adversely affected. (See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.”)

In addition, the Company’s minimal capital resources are not adequate to fully implement its business plan. If the Company achieves only the $499,998 minimum associated with this Offering, the Company is expected to be sustainable for approximately 3-9 months without additional financing. Thereafter, if additional financing is required but not obtained, the investor risks losing all or part of his/her investment. Conversely, if the Company achieves the $15,000,000 maximum associated with this Offering, there will be no additional financing required for the foreseeable future. If additional financing in fact is required, it might not be available to the Company if and when required, or on terms acceptable to the Company. If such additional financing is not available, the Company might have to sell additional stock which might result in substantial dilution of the equity interests of existing shareholders.

 

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(2) GOING CONCERN REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS RAISE DOUBT AS TO THE COMPANY’S ABILITY TO CONTINUE OPERATION WITHOUT FUNDS FROM THE OFFERING AND THEREFORE THE INVESTORS COULD LOSE THEIR INVESTMENT. The factors described above in “Limited History of Operations” raise substantial doubt about the Company’s ability to continue as a going concern. In this regard, see the Report of Independent Certified Public Accountants accompanying the Company’s audited financial statements appearing elsewhere herein which cites substantial doubt about the Company’s ability to continue as a going concern. There can be no assurance that the Company will achieve profitability in the future, if at all. As a result of these and other factors, there can be no assurance that the Company’s proposed activities and/or acquisition of majority ownership in the businesses of other companies will be successful or that the Company will be able to achieve or maintain profitable operations. If the Company fails to achieve profitability, its growth strategies could be materially adversely affected. (See “Management’s Discussion and Analysis of Financial Condition and Prospective Results of Operations.”)

(3) THE RISK OF RELYING ON A MANAGEMENT TEAM WHICH HAS NOT PREVIOUSLY WORKED TOGETHER COULD CREATE INTERNAL CONFLICTS DUE TO DIFFERENT OPERATING STYLES AND PHILOSOPHIES. THE RESULT MAY STALL IMPORTANT BUSINESS DECISIONS AND CREATE POOR WORKING CONDITIONS, SUBSEQUENTLY COSTING THE COMPANY TIME AND MONEY AND POSSIBLY RESULTING IN THE INVESTORS LOSING THEIR INVESTMENT. Although the current principal has had significant cumulative experience and expertise in the identification, acquisition, and operation of various businesses, he has not operated such an extensive array of operations the Company contemplates. For example, the targeted lines of business include owning and managing (under the indicated circumstances and networks of relationships) medical facilities, auto dealers and services, sports entertainment, even oil fields even though the sole principal of the Company has not previously engaged in those activities. Investors will have no right or power to take part in or direct the management of the Company. Accordingly, no investor should purchase shares unless such investor is willing to entrust all aspects of the operations of the Company to current management, including the selection of businesses and/or controlling interests in companies it may acquire, to the Company’s management. This potential risk is even more important in this offering since the Company’s business is dependent to a significant degree upon the performance of its sole principal, Ken McGraw, the departure or disabling of which would likely have a material adverse effect on the Company’s performance and who is required to devote his services exclusively to the Company. The Company will maintain key man life insurance of $1,000,000 on Mr. McGraw, application for which will made after the Company has raised $10,000,0000 in this Offering. Such key employee could leave the Company. Therefore, the investors are at risk for losing some or all of their investment if the key employees leave the Company before the management team develops redundancy for those employees.

 

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(4) BASED ON THE BROAD DISCRETION OF MANAGEMENT, THERE IS ASSOCIATED RISK REGARDING THE USE OF PROCEEDS, SUBSEQUENTLY CREATING AN OPPORTUNITY FOR MANAGEMENT TO DEPLETE THE OPERATING CAPITAL IN VENTURES THAT DO NOT RETURN ENOUGH PROFITS TO FUND OPERATIONS, WHICH IN TURN COULD CAUSE THE INVESTORS TO LOSE THEIR INVESTMENT. A portion of the net proceeds of this Company have been allocated to working capital and, among other things, to expand its contemplated real estate-related activities and/or acquisition of majority interest in the businesses of other companies. While the Company expects to use proceeds of this Offering as outlined in “Application of Proceeds,” management of the Company retains broad discretion as to the specific use of such funds. That discretion could cause the investor to lose all or part of their investment.

(5) FUTURE EXPANSION MIGHT NOT BE POSSIBLE OR PROFITABLE DUE TO A POTENTIAL LACK OF DIVERSIFICATION OR FINANCIAL OVER-EXTENSION OF THE COMPANY WITH NO PROFITS TO REINVEST FOR SUSTAINABILITY. IN THE EVENT OF EITHER, INVESTORS COULD LOSE THEIR INVESTMENT. As a result of this Offering, the Company is expected to expand into activities in which management has not previously operated and anticipates generally experiencing significant expansion. This includes expansion into entertainment via television. With no experience by the current management in this and other areas (automotive, financial services, food manufacturing and distribution, for instance), the Company could have difficulty in finding management personnel that could effectively operate the associated activities and therefore could cause the loss of the investment into those sectors. To reduce that potential risk, and to tap into pre-existing expertise, the Company will typically enter into joint ventures and/or purchase agreements with time tables for acquisition, only with established firms whose senior management and/or ownership have agreed to long-term employment contracts with the Company. It is possible (as a result of these recent preliminary activities -- and potential future projects and joint ventures) that the Company’s management will be required to manage larger business operations than historically has been the case. It is possible that the Company will fail at its attempts to effectively implement the organizational and operational systems necessary for optimal management integration of its expanded activities, which could cause a loss of the investor’s money.

 

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(6) FUTURE ACQUISITIONS WITHOUT THOROUGH DUE DILIGENCE MAY RESULT IN FINANCIAL LOSSES THAT DEPLETE THE WORKING CAPITAL TO THE POINT THAT THE COMPANY CANNOT RECOVER AND SUBSEQUENTLY CAUSE INVESTORS TO LOSE THEIR INVESTMENT. To expand its market and diversify its business mix, the Company’s business strategy includes growth through acquisitions and joint ventures. If there are no future acquisitions, if there are future acquisitions that are consummated on terms unfavorable to the Company or if any newly acquired companies are unsuccessfully integrated into the Company’s operations, the investor could lose all of their money. As the Company may use equity or incur long-term indebtedness or a combination thereof for all or a portion of the consideration to be paid in conjunction with any future expansion, acquisitions or joint ventures, the Company could lose its ability to continue operations and the investor could lose their investment money.

(7) THERE IS RISK ASSOCIATED WITH INCREASED COMPETITION FROM EXISTING AND FUTURE COMPETITORS THAT MAY MATERIALLY AND ADVERSELY AFFECT THE COMPANY’S ABILITY TO ACHIEVE PROFITABILITY AND CAUSE INVESTORS TO LOSE THEIR INVESTMENT. The Company’s business plan spans construction, real estate development, financial services, entertainment, fitness and energy, which in some cases overlap and are highly competitive. The Company faces substantial competition from a number of well-established, well-financed companies, many of whom have greater resources and are more established than the Company. Increased competition by existing and future competitors in the real estate, construction, communications, and financial services sectors could materially and adversely affect the Company’s ability to achieve profitability.

(8) NO MARKET STUDIES HAVE BEEN COMPLETED TO SUBSTANTIATE THE PROBABILITY OF SUCCESS, AND WITHOUT PREPARATION OF A FEASIBILITY TOOL, THE COMPANY COULD EXHAUST ALL ITS CAPITAL TRYING TO MAKE THE BUSINESS WORK AND THE INVESTORS WOULD LOSE THEIR INVESTMENT. In formulating its business plan, the Company has relied on the judgment of its management. No formal, independent market studies concerning the demand for the Company’s proposed acquisitions have been conducted; however, market studies are expected to be employed in the future. Directly or indirectly, the Company will use a significant portion of the proceeds of this Offering to validate the legal and economic feasibility of its business plan. To the extent that the Company determines any or a part of its business plan is not feasible, or to the extent the Company is unable to make a determination of feasibility and/or to modify its business plan, the Company will be unable to proceed to develop in accordance with its business plan and investors may lose their entire investment in the Company.

 

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(9) THE COMPANY’S SERVICES WILL EXTEND TO DOMESTIC AREAS THROUGHOUT THE UNITED STATES, WHICH CARRIES SUBSTANTIAL RISK ASSOCIATED WITH THE RESPECTIVE MARKET AND ECONOMIC CONDITIONS. DECLINING MARKET CONDITIONS MAY RESULT IN POTENTIAL DECREASED CASH FLOW AND PROFITABILITY WITH LITTLE TO NO WARNING AND MAY BE IMPOSSIBLE TO OVERCOME, WHICH WOULD CAUSE THE INVESTORS TO LOSE THEIR INVESTMENT. There is no prior proof of the acceptance of the Company’s contemplated business plan. The Company intends to commence operations at a time when the industries affected by consumer products (and especially services) are rapidly evolving and is characterized by an increasing number of market entrants. As is typical of new and rapidly evolving industries, demand, and market acceptance for recently introduced products and services is subject to a high level of uncertainty and risk. Because the market for certain of the Company’s contemplated products and services is new and evolving, it is difficult to predict the future growth rate, if any, and size of the market for a given line of business.

(10) BRAND DEVELOPMENT AND BRAND ACCEPTANCE IS DIFFICULT TO CREATE AND, IF NEGATIVE BRANDING OCCURS, IT CAN BE DIFFICULT TO OVERCOME, NEGATIVELY IMPACTING FUTURE SALES AND PUTTING THE INVESTORS AT RISK OF LOSING THEIR INVESETMENT. The Company believes that establishing and maintaining a brand identity is a critical aspect for attracting and expanding its targeted audience and that the importance of brand recognition will increase due to the growing number of competitive products and services expected to result from the companies expected to be acquired. Promotion and enhancement of the Company’s brand will depend largely on its success in continuing to provide high quality products and services at the subsidiary level. If the Company is unable to provide high quality services or otherwise fails to promote and maintain its brand to its intended customer base, incurs excessive expenses in an attempt to improve or promote and maintain its brand, the Company’s business, results of operations and financial condition could be materially and adversely affected and investors could lose their investment.

(11) THE COMPANY IS SUBJECT TO DIRECT GOVERNMENT REGULATIONS APPLICABLE TO ITS ACTIVITIES AS WELL AS GENERAL BUSINESS PRACTICES IN ANY LINES OF BUSINESS IN WHICH IT WILL OPERATE. THESE RULES AND REGULATIONS ARE SUBJECT TO CHANGE. GOVERNMENTAL REGULATION AND LEGAL UNCERTAINTIES POSE A CERTAIN RISK WHICH MAY IMPACT THE PRODUCTS AND/OR SERVICES OFFERED BY THE COMPANY, INCREASE ITS COST OF DOING BUSINESS AND SUBSEQUENTLY CAUSE THE INVESTOR TO LOSE THEIR INVESTMENT. In light of laws and regulations currently applicable directly to consumer products and services, the Company and/or the lines of businesses expected to be acquired are s subject to direct government regulation in certain portions of its contemplated activities as well as regulations applicable generally to business. It is beyond the scope of this discussion to go into all applicable laws and regulations that may impact the Company, especially if the Company ramps up (as expected) its ambitious business plan. The Company and/or the lines of businesses it seeks to acquire will initially be subject mainly to those regulations generally applicable to business, including:

~	The affected subsidiary will have to comply with regulations regarding the wholesale purchase of vehicles in any state in which it has a physical presence and have liability insurance on the business property.

  

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~	If the dealership creates a body shop, it will have to comply with Occupational Safety and Health Administration (OSHA) regulations. If the dealership were to open a tag agency, it will have to comply with the regulations regarding tag agencies in the state in which it has a physical presence. More generally, if the Company does not satisfy all governmental regulations associated with the automobile dealership, investors could lose their money.
~	For the construction business, the Company or the affected subsidiary must meet the regulations for having a licensed general contractor as a qualifier for the Company. Additionally, the construction company must have workers’ compensation insurance for injury on the job or while operating company vehicles, if the company has any. The construction company must also maintain general liability insurance, comply with the Federal Unemployment Tax Act and OSHA regulations.
~	If the Company enter the financial services sector as contemplated, a number of laws or regulations may be adopted in the future that will have an impact on the Company’s business model and operations. The Company will be required to obtain the necessary federal, state and local licenses to act in the capacity of a lender. The adoption of new laws or the adaptation of existing laws which impact the services offered by the Company, change the way in which the Company planned to do business, which could decrease the demand for the Company’s services and businesses, increase the cost of the Company doing business and therefore cause the investor to lose their investment.
~	For the oil and clean energy sector, federal and state regulations are subject to change and may affect business operation negatively. Federal guidelines may impose new or arduous requirements that cause the Company to significantly change its operation to cope with changes in the laws. Significant safety protocols are in place to protect the business and its employees, and all measures must be taken to ensure workplace safety standards are upheld. Changes to any requirement by federal, state or local governments, can significantly affect the Company, its operations and its revenue, and therefor cause the investor to lose their investment.

  

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(12) THE COMPANY MAY NOT GENERATE SUFFICIENT REVENUES TO BE PROFITABLE AND PAYMENT OF DIVIDENDS TO SHAREHOLDERS, IF ANY, IS ENTIRELY AT THE DISCRETION OF MANAGEMENT. DIVIDENDS MAY BE FURTHER RESTRICTED UNDER FUTURE CREDIT OR OTHER FINANCING AGREEMENT, AND SHAREHOLDERS MAY NOT RECEIVE DIVIDENDS AND/OR COULD LOSE THEIR INVESTMENT. Payment of dividends, if any, to shareholders is entirely at the discretion of the Board of Directors. The Company’s (or desired acquisitions’) products and services and may not be accepted in the marketplace, and there would subsequently be insufficient revenues generated for the Company to be profitable. Not only has the Company not paid any dividends to date, it anticipates that, for the foreseeable future, it will retain any earnings for use in the operation and future expansion of its business activities. Moreover, the Company may be restricted from paying dividends to its shareholders under future credit or other financing agreement(s). (See “Absence of Public Market and Associated Illiquidity of Shares.”)

(13) THE COMPANY INTENDS TO LIST SHARES FOR TRADING ON ANY AVAILABLE SECONDARY MARKET. HOWEVER, UNTIL A MARKET DEVELOPS, A PURCHASER MAY BE UNABLE TO LIQUIDATE THEIR INVESTMENT IN THE EVENT OF AN EMERGENCY OR FOR ANY OTHER REASON AND THE SHARES MAY NOT BE READILY ACCEPTED AS COLLATERAL FOR A LOAN. LIQUIDITY OF THE TRADING MARKET FOR THE SHARES AND AN ACTIVE ONGOING PUBLIC MARKET CANNOT BE GUARANTEED. IF AN ACTIVE PUBLIC MARKET DOES NOT DEVELOP OR IS NOT MAINTAINED, THE MARKET PRICE AND LIQUIDITY OF THE SHARES MAY BE ADVERSELY AFFECTED CAUSING INVESTORS TO LOSE THEIR INVESTMENT. The Company’s shares are not publicly traded and are not likely to be traded initially. (See “Plan of Distribution.”) Such a publicly traded status requires the Company to enlist broker-dealers to serve as market makers. Even if found, any market maker of the Company’s shares may discontinue such activities at any time without notice. The Company intends to list the shares for trading on any available secondary market or quotation system as early as possible. However, until a market for its shares develops, a purchaser may be unable to liquidate his or her investment. Liquidity of the trading market for the shares and an active ongoing public market cannot be guaranteed. If an active public market does not develop or is not maintained, the market price and liquidity of the shares may be adversely affected. Consequently, holders of shares acquired pursuant to this Offering may not be able to liquidate their investment in the event of an emergency or for any other reason, and the shares may not be readily accepted as collateral for a loan. (See “Investment Requirements.”)

 

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(14) CYCLICALITY OF BUSINESS AND REVENUES IN THESE SECTORS COULD BE SUBJECT TO SEVERE DOWNTURNS BASED ON MARKET AND ECONOMIC FLUCTUATIONS OUT OF THE COMPANY’S CONTROL THAT COULD RESULT IN INVESTORS LOSING ALL OR PART OF THEIR INVESTMENT. While not anticipated, revenues of the Company, as well as those of the services portion of its lines of business generally, could be cyclical. Most industries and entities the Company seeks to acquire will have stable and producing services that span decades with a loyal customer base. However, demand for any product or service is subject to market conditions and could cause a downturn for the Company and its subsidiaries. This could be reason for the investor to lose their investment.

(15) ABSENCE OF CERTAIN STATUTORY REGISTRATION; NEITHER THE INVESTMENT COMPANY ACT OF 1940 NOR THE INVESTMENT ADVISERS ACT OF 1940 APPLY TO THE COMPANY; INVESTORS EXPECTING PROTECTION UNDER THOSE ACTS WILL NOT HAVE SUCH PROTECTION AND THEREFORE COULD LOSE THEIR INVESTMENTS. Neither the management nor the Company is (nor does management believe it is required to be) registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended; therefore, purchasers of the shares will not be afforded any protection provided by those Acts. The Company intends to examine opportunities that, if pursued, may become wholly-owned subsidiaries of the Company; alternatively, those pursued activities may take the form of providing, directly or indirectly, financing and/or providing management services to affiliated or non-affiliated companies. Under pertinent operating criteria, the Company intends to conduct its operations so that it does not come under the regulation of the respective Investment Advisers and Investment Company Acts of 1940, both as amended, in all cases having an interest of no less than 50% + one (1) share.

(16) THERE IS NO DIRECT CORRELATION BETWEEN THE OFFERING PRICE OF THE SHARES AND THE COMPANY’S ASSET VALUE, NET WORTH, EARNINGS OR ANY OTHER ESTABLISHED CRITERIA OF VALUE. THE PRICE OF THE SHARES IS NOT NECESSARILY INDICATIVE OF THE PRICE AT WHICH THE SHARES MAY BE TRADED. INVESTORS PURCHASING SHARES UNDER THE INCORRECT ASSUMPTION OF A DIRECT CORRELATION BETWEEN SHARE PRICE AND COMPANY VALUE COULD LOSE ALL OR PART OF THEIR INVESTMENT. The offering price of the shares offered hereby has been determined by management of the Company and bears no direct relationship to the Company’s asset value, net worth, earnings or any other established criteria of value. Therefore, the price of the shares is not necessarily indicative of the price at which the shares may be traded following the consummation of this Offering.

 

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(17) IMMEDIATE DILUTION WILL OCCUR; COMPANY SHARES ARE SUBJECT TO DIMINUTION OF VALUE UP TO A MAXIMUM OF 95.64%. PER SHARE SINCE SHARES ARE NOT BASED ON THE COMPANY’S ASSET VALUE. THEREFORE, THE INVESTORS MAY IMMEDIATELY LOSE MOST OF THEIR INVESTMENT PRIOR TO COMMENCEMENT OF ACTIVE OPERATIONS. This Offering will result in immediate and substantial dilution of the net tangible book value per common share. Investors who purchase shares offered hereby will experience immediate dilution based on the difference between the subscription price and the net tangible book value per common share.

(18) PRINCIPAL STOCKHOLDER (RETAINING 40% OF THE SHARES IF THE MAXIMUM OFFERING IS ACHIEVED AND UP TO 95.24% IF ONLY THE MINIMUM OFFERING IS ACHIEVED) MAY BE ABLE TO CONTROL THE OUTCOME OF ALL MATTERS SUBMITTED FOR A VOTE, INCLUDING THE ELECTION OF THE COMPANY’S DIRECTORS. SUCH CONTROL BY THE PRINCIPAL STOCKHOLDER MAY POSITIVELY OR NEGATIVELY INFLUENCE CERTAIN TRANSACTIONS REGARDING ACTUAL OR POTENTIAL CHANGE OF CONTROL OF THE COMPANY AND SHARE PREMIUMS, AND INVESTORS MAY NOT HAVE THE ABILITY TO EFFECTIVELY CONTROL THEIR INVESTMENT. Prior to the offering, Ken McGraw (the sole director and officer and majority shareholder, the “Principal Stockholder”) owned in the aggregate 100% (1,666,667) of the Company’s outstanding shares on the date of this Offering Circular. (See “Security Ownership of Certain Beneficial Owners and Management.”) Upon completion of the offering, the Principal Stockholder’s aggregate share ownership in the Company will permit him to retain not less than 40% of the Shares, assuming the $15,000,000 maximum is raised. Consequently, the Principal Stockholder may be able to effectively control the outcome on all matters submitted for a vote to the Company’s stockholders for the foreseeable future (particularly if significantly less than the $15,000,000 maximum is raised). Specifically, at least initially, the Principal Stockholder may be able to elect all of the Company’s directors. Such control by the Principal Stockholder may have the effect of discouraging certain types of transactions involving an actual or potential change of control of the Company, including transactions in which holders of shares might otherwise receive a premium for their shares over then current market prices.

 

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(19) ANY SUBSTANTIAL SALE OF STOCK BY EXISTING SHAREHOLDERS COULD DEPRESS THE MARKET VALUE OF THE STOCK, THEREBY DEVALUING THE MARKET PRICE AND CAUSING INVESTORS TO RISK LOSING ALL OR PART OF HIS INVESTMENT. All shares held by the Principal Stockholder are “restricted” and/or “control” shares as defined in Rule 144 under the Securities Act (“Rule 144”). This Rule also extends to non-affiliates of the Company with regard to restricted shares, that is those not freely tradable. All of these restricted shares have been owned beneficially for more than one year by existing shareholders and may not be sold in the market pursuant to Rule 144 until at least one year has passed from the date of their purchase (or six (6) months in the case of a reporting company), if so reporting for at least 90 days. The Company can make no prediction as to the effect, if any, that sales of shares, or the availability of shares for future sale, will have on the market price of the shares prevailing from time to time. Sales of substantial amounts of shares in the public market, or the perception that such sales could occur, could depress prevailing market prices for the shares. Such sales may also make it more difficult for the Company to sell equity securities or equity-related securities in the future at a time and price which it deems appropriate. The Principal Stockholder has agreed to a “lock-up” agreement such that he is prohibited from selling shares in the Company for not less than 180 days from the date of this Offering Circular.

(20) WE MAY EXPERIENCE RISKS ASSOCIATED IF OUR SHARES WERE CLASSIFIED AS “PENNY STOCK” ONCE OUR COMMON STOCK BEGINS TRADING. At $6.00 per share, the Company’s shares would not be deemed “penny stock” as defined. Once our common stock is quoted over-the-counter, if at all, subject to the Commission’s acceptance of our Regulation A Offering and FINRA’s permission to have a symbol issued and our stock quoted, our stock will not subject to “penny stock” rules as defined in the Securities Exchange Act of 1934 Rule 3a51-1 unless the share price will have dropped at the time of the trading market commencing. If that were the case, because of the constraints on trading resulting from the “penny stock” definition, investors may encounter difficulty in selling their stock. The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. We do not currently anticipate that our common stock will be subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities that are listed on a national, regional or international stock exchange. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ proprietary system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

 

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document to its customer that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common shares in the United States and shareholders may find it more difficult to sell their shares.

(21) ONCE TRADING COMMENCES, THE PRICE OF OUR SHARES MAY EXPERIENCE SUBSTANTIAL VOLATILITY. In recent years, the securities markets in the United States and Canada, particularly in respect of mining companies, have experienced a high level of price and volume volatility, and the market price of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values, or prospects of such companies. The price of our common shares is also likely to be significantly affected by short-term changes in the price of capital, or in our financial condition or results of operations as reflected in our quarterly earnings reports. Other factors unrelated to our performance that may have an effect on the price of our common shares, once they are trading, if at all, include the following: the extent of analytical coverage available to investors concerning our business may be limited if investment banks with research capabilities do not follow our securities; lessening in trading volume and general market interest in our securities may affect an investor’s ability to trade significant numbers of our common shares; the size of our public float may limit the ability of some institutions to invest in our securities; and a substantial decline in the price of our common shares that persists for a significant period of time could cause our securities to be delisted from such exchange, further reducing market liquidity.

 

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ITEM 4.

DILUTION

Dilution represents the difference between the Offering Price per Share and the net tangible book value per share immediately after completion of this Offering . Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution of the value of the Shares you purchase is also a result of the lower book value of the Shares held by our existing stockholders.

Dilution arises mainly as a result of our arbitrary determination of the Offering Price of the Shares being offered. As a result of there being no established public market for our Shares , the Offering Price and other terms and conditions relative to our Shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent third party has been consulted concerning the Offering Price for the Shares or the fairness of the Offering Price used for the Shares.

As of April 26, 2017, the net tangible book value of our Shares of common stock was $(42,543) (and accordingly $(0.0255) per Share based upon 1,666,667 shares outstanding prior to this Offering.

If you invest in our Shares , your interest will be diluted to the extent of the difference between the public Offering Price per Share of our common stock and the as adjusted net tangible book value per share of our capital stock after this Offering. Our net tangible book value as of April 26, 2017 was $(42,543), or $(0.0255) per Share of outstanding common stock. Without giving effect to any changes in the net tangible book value after April 26, 2017 other than by the sale of 2,500,000 Shares in this Offering at the initial public Offering Price of $6.00 per Share , our pro forma net tangible book value as of 90 days following the effectiveness of this Offering will be $14,957,457 or $3.5898 per share of outstanding common stock. Dilution in net tangible book value per Share represents the difference between the amount per Share paid by the purchasers of our Shares in this Offering and the net tangible book value per Share of our capital stock immediately afterwards. This represents an immediate increase of $3.6153 per share of capital stock to existing shareholders and an immediate dilution of $2.4102 per share of common stock to the new investors. The following table illustrates this per Share dilution:

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The following table illustrates this per Share dilution:

		2.5MM Shares (100%)				1.875MM Shares (75%)				1.25MM Shares (50%)				.625MM Shares (25%)
Offering Price per Share		$	6.00				6.00				6.00				6.000
Net tangible book value per Share before Offering		$	(0.0255	)			(0.0255	)			(0.0255	)			(0.0255	)
Increase per Share attributable to new investors		$	3.6153				3.1900				2.5824				1.6433
Pro forma net tangible book value per Share after Offering		$	3.5898				3.1645				2.5568				1.6178
Dilution per Share to new investors		$	2.4102				2.8355				3.4432				4.3822

The following table summarizes the differences between the existing shareholders and the new investors with respect to the number of Shares of common stock purchased, the total consideration paid, and the average price per Share paid, on a range of minimum and maximum amounts being offered under this Offering Circular:

Price per share

Net tangible book value per share before offering

Net tangible book value per share after offering

Increase to present stockholders in net tangible book value per share after offering

Capital contributions

Number of shares outstanding before the offering

Number of shares after offering held by existing stockholders

Percentage of ownership after offering

Price per share: $6.00

Dilution per share: $2.4102

Increase to present stockholders in net tangible book value per share: $3.6153

Capital contributions: $15,000,000

Number of shares outstanding after offering: 4,166,667

Percentage of ownership by public after offering: 60.000%

Price per share: $6.00

Dilution per share: $2.8355

Increase to present stockholders in net tangible book value per share: $3.1900

Capital contributions: $11,250,000

Number of shares outstanding after offering: 3,541,667

Percentage of ownership by public after offering: 52.941%

 

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Price per share: $6.00

Dilution per share: $3.4432

Increase to present stockholders in net tangible book value per share: $2.5824

Capital contributions: $7,500,000

Number of shares outstanding after offering: 2,916,667

Percentage of ownership by public after offering: 42.857%

Price per share: $6.00

Dilution per share: $4.3822

Increase to present stockholders in net tangible book value per share: $1.6433

Capital contributions: $3,750,000

Number of shares outstanding after offering: 2,291,667

Percentage of ownership by public after offering: 27.273%

Price per share: $6.00

Dilution per share: $5.7386

Increase to present stockholders in net tangible book value per share: $0.2869

Capital contributions: $499,998

Number of shares outstanding after offering: 1,750,000

entage of ownership after offering: 4.762%

The applicable percentages of ownership are based on an aggregate of 1,666,667 shares of our common stock issued and outstanding on April 26,2017.

Future Dilution.

For business purposes, we may from time to time issue additional shares, which may result in dilution of then existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. While not applicable at this time, dilution can also occur when holders of stock options (such as company employees) or holders of other optionable securities exercise their options. If in the future the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the common stock will not occur in the future.

 

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Shares Eligible for Future Sale.

Future sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices. Furthermore, since only a limited number of Shares may be available for sale shortly after this Offering because of contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market after the restrictions lapse could adversely affect the prevailing market price for our common stock as well as our ability to raise equity capital in the future.

As of April 26, 2017, we had outstanding 20,000,000 shares of common stock, par value $0.00001 per share, and no outstanding shares of preferred stock. All of the Shares sold in this Offering will be freely tradable unless held by an affiliate. An additional number of Shares will generally become available for sale in the public market from time to time thereafter upon expiration of their respective holding periods under Rule 144 discussed below, a portion of which will be subject to Rule 144 volume limitations.

Rule 144.

In general, under Rule 144 as currently in effect, beginning 90 days after the effective date of the Offering of which this Offering Circular is a part, any person who is not deemed to have been a Company affiliate for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned their Shares for at least six months, including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, subject to the Company’s compliance with the public information requirements of Rule 144. In addition, under Rule 144, any person who is not an affiliate of ours and has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares immediately upon the closing of this Offering without complying with any of the requirements of Rule 144.

 

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In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates who beneficially owns shares that were purchased from us, or any affiliate, at least six months previously, are entitled to sell upon expiration of any lock-up agreements, within any three-month period beginning 90 days after the date of this Offering Circular, a number of shares that does not exceed the greater of:

	·	1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or
	·	If exchange traded, the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales of restricted shares under Rule 144 held by our affiliates or persons selling shares on behalf of our affiliates are also subject to requirements regarding the manner of sale, notice, and the availability of current public information about us. Rule 144 also provides that affiliates relying on Rule 144 to sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, other than the holding period requirement.

ITEM 5.

PLAN OF DISTRIBUTION

This Offering will remain open for 90 days following its qualification and will terminate on November __, 2017, unless extended by us for up to an additional 180 days or terminated sooner by us in our discretion regardless of the amount of capital raised. There is a $499,998 minimum. Once achieved, subscription funds may be transferred by us directly from the administrative escrow account into our operating account for use as described in this Offering Circular. We are offering a minimum of 83,333 shares of common stock and a maximum of 2,500,000 shares of common stock on a “best efforts” basis through registered broker-dealer/selling agent firms. If $499,998 in subscriptions for the shares (the “Minimum Offering”) is not deposited on or before November __, 2017 and not extended, all subscriptions will be refunded to subscribers without deduction or interest. Once subscriptions are accepted, subscribers have no right to a return of their funds during the Initial Offering Period.

The Shares will be offered on a “best-efforts” basis through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”) or through other independent referral sources to the extent regulatory standards may require or in furtherance of a successful Offering raise. As of the date of this Offering Circular, selling agreements had been entered into by us with at least one broker-dealer firm, Alexander Capital LLC. Selling commissions of from 2%-8% of the Offering Price may be paid to broker-dealers who are members of FINRA with respect to sales of Shares made by them and compensation may be paid to consultants and finders in connection with the offering of Shares. We may also pay incentive compensation to registered broker-dealers in the form of common stock or warrants in us. We may be required to indemnify participating broker-dealers and possibly other parties with respect to disclosures made in the Offering Circular. We reserve the right to enter into posting agreements with equity crowdfunding websites and administrative and escrow agreements with FINRA member broker-dealer or other firms in connection with this Offering, for which we may pay fees and issue warrants as compensation. No compensation will be paid to any principal shareholder, officer, director or any affiliated company or party with respect to the sale of our common stock for their introduction of friends, family and business acquaintances.

 

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We are selling the Shares through commissioned sales agent(s) acting on a best efforts basis using our website, www.mcgrawusa.com, to provide notification of the Offering. Persons who desire information will be directed to https://www.investment.mcgrawUSA.com, a website owned and operated by an unaffiliated third party that provides technology support to issuers engaging in equity crowdfunding efforts.

This Offering Circular , once this Offering Statement is declared effective, will be furnished to prospective investors via download 24 hours per day, 7 days per week on the above https://www.investment.mcgrawUSA.com website. In order to subscribe to purchase the Shares , a prospective investor must complete a subscription agreement and send payment by check, wire transfer or ACH.

The common stock Shares are being offered by the Company through its engaged selling agent(s) or affiliated broker group(s) on a “Best Efforts” basis . The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected. (See “Risk Factors.”)

The Company has made arrangements to place funds raised in this Offering in an escrow maintained with Esquire Bank. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this Offering at any time, regardless of the number of Shares that have been sold. If the Offering terminates before the offering minimum is achieved or if any prospective investor’s subscription is rejected, all funds received from such investors will be returned without interest or deduction.

Any FINRA broker-dealer will receive selling commissions of two (2) to (eight) 8 percent of the Offering Price which selling agent may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s Shares.

In order to subscribe to purchase the Shares , a prospective Investor must complete, sign and deliver the executed Subscription Agreement to McGraw Conglomerate Corporation and either mail or wire funds for its subscription amount in accordance with the instructions included in the Subscription Agreement .

  

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The Company reserves the right to reject any investor’s subscription in whole or in part for any reason. If the Offering terminates or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include public advertisements and audio-visual materials, in each case only as authorized by the Company. Although these materials will not contain information in conflict with the information provided by this Offering and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Securities, these materials will not give a complete understanding of this Offering, the Company or the Securities and are not to be considered part of this Offering Circular. This Offering is made only by means of this Offering Circular and prospective Investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Securities.

Investors must answer certain questions to determine compliance with the investment limitation set forth in Rule 251(d)(2)(i)(C) under the Securities Act which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead.

The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act of 1933. An individual is an accredited investor if he/she meets one of the following criteria:

·

an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, (i) if the decision to invest is made by a plan fiduciary which is either a bank, savings and loan association, insurance company, or registered investment adviser; (ii) if such employee benefit plan has total assets in excess of $5,000,000; or (iii) if it is a self-directed plan whose investment decisions are made solely by accredited investors;

·

a natural person who has individual annual income in excess of $200,000 in each of the two most recent years or joint annual income with that person’s spouse in excess of $300,000 in each of those years and who reasonably expects an income in excess of those levels in the current year.

 

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An entity other than a natural person is an accredited investor if it falls within any one of the following categories:

·

an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, (i) if the decision to invest is made by a plan fiduciary which is either a bank, savings and loan association, insurance company, or regis-tered investment adviser; (ii) if such employee benefit plan has total assets in excess of $5,000,000; or (iii) if it is a self-directed plan whose investment decisions are made solely by accredited investors;

·

a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust or a partnership, which was not formed for the specific purpose of acquiring the securities offered and which has total assets in excess of $5,000,000;

·

a trust, with total assets in excess of $5,000,000, which was not formed for the specific purpose of acquiring the securities offered, whose decision to purchase such securities is directed by a “sophisticated person” as described in Rule 506(b)(2)(ii) under Regulation D; or

·

certain financial institutions such as banks and savings and loan associations, registered broker-dealers, insurance companies, and registered investment companies.

The Company, subject to Rule 255 of the 1933 Act and corresponding state regulations, is permitted to generally solicit investors by using advertising mediums, such as print, radio, television and the Internet. We will offer the securities as permitted by Rule 251 (d)(1)(iii) whereby offers may be made after this Offering has been qualified, but any written offers must be accompanied with or preceded by the most recent Offering Circular filed with the Commission for the Offering. We have plans to solicit investors using the Internet through a variety of existing internet advertising mechanisms, such as search-based advertising, search engine optimization and our website.

Please note: We will not communicate any information to prospective investors without providing access to the Offering Circular. The Offering Circular may be delivered through the recently created website, through email, or by hard paper copy and/or the equity crowdfunding platform selected.

 

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By whatever means received or communicated, all of our communications will be Rule 256-compliant and will not amount to a free writing Offering Circular. We will not orally solicit investors and no sales will be made prior to this Offering Statement being declared qualified and a final Offering Circular is available.

Prior to the acceptance of any investment dollars or subscription agreements, we will determine which state the prospective investor resides in. Investments will be processed on a first-come, first-served basis, up to the maximum offering amount of $15,000,000.

Once qualified by the Commission and FINRA, we expect to receive a listing on the OTC Bulletin Board or a similar medium managed and overseen by OTCMarkets Group, Inc.

Offering Expenses.

Assuming the minimum offering is achieved, the Company is responsible for all offering fees and expenses, including the following: (i) fees and disbursements of our legal counsel, accountants and other professionals we engage; (ii) fees and expenses incurred in the production of offering documents, including design, printing, photograph and written material procurement costs; (iii) all filing fees, including FINRA and any blue sky filing fees; (iv) all of the legal fees related to the registration and qualification of the offered shares under applicable state securities laws and FINRA clearance; and (v) our transportation, accommodation and other roadshow expenses.

Pricing of the Offering.

Prior to the Offering, there was no public market for the Shares offered. The initial public Offering Price was arbitrarily determined by our one-person Board of Directors. The principal factors considered in determining the initial public Offering Price include:

	·	the information set forth in this Offering Circular and otherwise available to our sole director;
	·	our history and prospects and the history of and prospects for the lines of business industry in which we compete;
	·	our prospects for future earnings and the present state of our development;
	·	the general condition of the securities markets at the time of this Offering;
	·	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
	·	other factors deemed relevant by us.

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Investment Limitations.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Offering Period and Expiration Date.

This Offering will start on or after the date this Offering Circular is declared qualified and effective by the Commission and will terminate 90 days later unless we extend the offering up to an additional 180 days.

Procedures for Subscribing.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription documents upon request after a potential investor has had ample opportunity to review this Offering Circular.

Right to Reject Subscriptions.

After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our administrative escrow account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

 

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Acceptance of Subscriptions.

Upon our acceptance of a subscription agreement, we will be asked to countersign the subscription agreement and (assuming the $499,998 minimum offering is achieved) issue the Shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth.

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the offered shares.

In order to purchase offered shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this Offering.

ITEM 6.

USE OF PROCEEDS

We are offering for sale a total of 2,500,000 Shares of our common stock at a fixed price of $6.00 per share for the duration of this Offering. There is a $499,998 (83,333 share) minimum offering. Once achieved, we will retain the proceeds from the sale of any of the offered Shares . The Offering is being conducted on a best efforts basis through sales agents and/or crowdfunding platforms engaged for such purpose. No officer or director who introduces friends, family members and business acquaintances to the selling agent(s) and/or crowdfunding platforms will receive commissions or any other remuneration resulting from any such sales.

The Shares will be offered for sale at a fixed price of $6.00 per Share for a period of 90 days from the effective date of this Offering Circular, unless extended by our board of directors for an additional 180 days. If all of the Shares offered by us are purchased, the gross proceeds to us will be $15,000,000.

 

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The proceeds to the Company from the sale of the shares of common stock (the “ Shares”) offered hereby (before associated organization and offering expenses) are estimated to be approximately $15,000,000 if the maximum Offering is achieved and $499 ,998 if the minimum Offering is achieved. (See “Capitalization” below). The following illustrates the Company’s estimated application of proceeds (% in parentheses).

		$499,998								$7,750,000								$15,000,000
		Minimum								Mid-Point								Maximum
		Dollar				%				Dollar				%				Dollar				%
Lines of Business
Dealership Services			0				-				2,000,000				25.80				3,000,000				20.00
Automotive Dealerships			0				-				-				-				1,000,000				6.66
Financial and Insurance Services			0				-				200,000				2.58				500,000				3.33
Construction and Property			398,000				80.00				3,000,000				38.70				4,000,000				26.66
Entertainment and Fitness			0				-				250,000				3.22				400,000				2.66
Oil and Clean Energy			0				-				1,500,000				19.35				5,000,000				33.33
Sub Totals			399,998								6,950,000								13,900,000
IPO Expenses (Cash Component)			25,000				5.00				50,000				0.66				50,000				0.33
General & Administrative
Personnel			0				-				200,000				2.58				200,000				1.33
Legal Fees			25,000				5.00				25,000				0.32				25,000				0.18
Accounting			0				-				25,000				0.32				25,000				0.18
Marketing			0				-				50,000				0.64				100,000				0.68
Office			0				-				50,000				0.64				50,000				0.33
Sub-Totals			50,000				-				400,000								450,000
Working Capital			50,000				10.00				400,000				5.19				650,000				4.33
Totals			499,998				100.00				7,750,000				100.00				15,000,000				100.00

 

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The above table is intended to provide an overview of the contemplated application of proceeds over time, as a function of the success of the Offering’s raise and having already performed due diligence:

Dealership Services (as described in greater detail in “The Business”): The Company expects to be able to acquire an automotive dealer service company (or companies) to offer on-site dealership services nationwide. Per the table above, we intend to invest $2,000,000 in dealership services if the mid-point is reached; $3,000,000 if the maximum is achieved; but $-0- if only the minimum is achieved.

One such acquisition, once funding has been achieved, would be C&C Kolorpatch Inc in Mokena Illinois. Chris Shefts, is such company’s CEO. For the past 18 years Mr. Shefts has been a leader and experienced business owner in the automotive industry. C&C Kolorpatch is a leader in the automotive services industry and has a very deep client list and extensive customer base to draw upon. McGraw Conglomerate has been discussing terms of acquisition of C&C Kolorpatch for many months, and once the necessary funding has been achieved, MCC will move to finalize the terms of acquisition to incorporate this very successful company under its umbrella. C&C Kolorpatch is an attractive acquisition that could provide MCC with a steady return from its current revenue stream. The main reason is that its affirmative reputation in the marketplace. With 18 years of experience working with regional automotive dealerships and other private companies, C&C Kolorpatch has gained a very loyal following among its customers and vendors. Inside this niche market, C&C Kolorpatch is recognized as the #1 rated service provider in Illinois for this type of work. Many C&C customers regard the company as the best service for the best price in the Midwest.

The 2^nd reason for C&C Kolorpatch to be viewed as a smart acquisition for McGraw is for the past 18 years C&C has received the top honor for quality and seen the highest revenue inside its network of companies. CEO Christopher Shefts has operated as the day to day Lead Salesman and Chief Quality Control Officer for the company for the past 18 years. Chris’s drive to keep his #1 ranking in revenue and #1 ranking in quality, is verified at the end of every year with the award in each category. Chris Shefts personal involvement with the day to day operations of the business has also ensured the C&C Kolorpatch ensures that the quality of service and work product will continue to be held in high regard and continue to garner recognition.

Once the acquisition of C&C Kolorpatch is complete, McGraw Conglomerate company will have multiple territories under its control in the Midwest and southern United States. C&C Kolorpatch will offer McGraw Conglomerate a revenue stream from derived from multiple car dealerships in multiple states.

Automotive Dealerships (as described in greater detail in “The Business”): The Company expects to be able to acquire an auto dealership (or, over time, dealerships) that deliver high volume car sales. Per the table above, we intend to invest $1,000,000 in an auto dealership if the maximum is achieved but $-0- if only the minimum or mid-point is reached.

Financial and Insurance Services (as described in greater detail in “The Business”): The Company intends to offer loans for residential and commercial real estate, small business loans, car loans and business consulting services. More specifically, the Company plans to acquire a mid-sized nationwide insurance and/or re-insurance operation if the mid-point or maximum offering is reached, namely $200,000 if the mid-point is achieved and $300,000 if the maximum achieved but $-0- if only the minimum is achieved.

Construction and medical physician’s management company (as described in greater detail in “The Business”): Expected to be a joint venture to construct and manage medical facilities needed to house 300+ patients to supply technically modern, long-term health care facilities to the Midwest region. That contemplated joint venture is not expected to be pursued unless the maximum is achieved, in which case the Company has reserved $1,000,000 for such effort.

 

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Residential and commercial construction company (as described in greater detail in “The Business”): The construction company sought would be committed to construction of townhome and single family detached housing. If the minimum is reached, the Company intends to invest $400,000. If the mid-point or maximum is reached, the Company intends to invest $3,000,000.

One company we expect to acquire in this industry is ADR Custom Builders, Inc in Itasca, Illinois. Since 2003, Danny Stojanovic has been the Chief Executive Officerof this very successful midwestern real estate development company. ADR is highly skilled in both residential and commercial construction. Stojanovic comes to McGraw Conglomerate as an advisor with 14 years’ experience as a builder, developer and general contractor. ADR Construction has vase experience in high end, luxury single family, multi-unit residential, multi-unit commercial and large-scale retail commercial properties. We believe ADR is a construction industry leader and innovator with a reputation for quality construction and top-rated customer service.

McGraw Conglomerate has been discussing terms of acquisition of ADR Constructions for many months and, once the necessary funding has been achieved, we will move to finalize the terms of acquisition to incorporate this very successful company under its umbrella. We believe ADR Construction is an attractive acquisition that could provide MCC with a steady return from its current revenue stream. An important aspect of ADR Construction that makes it a valuable acquisition is that its reputation in the marketplace is second to none. With 14 years of experience working with construction clients in the Midwest, ADR Construction has developed a large list of satisfied clients both in residential and commercial construction. Inside this competitive construction industry, quality of constructions is of the utmost importance, and ADR Construction is recognized as a top-rated construction company in Illinois.

For the past 14 years, ADR Construction has developed a large revenue stream in the residential and commercial construction industry. Upon the successful acquisition of ADR Construction by MCC, MCC will enjoy the benefit of this seasoned revenue stream and begin work on planning construction of medical services commercial properties. The addition of this type of property to its portfolio, will ensure MCC’s revenue stream will continue to grow and become more diversified over the long term, simply with the acquisition of ADR Construction.

Entertainment and Fitness (as described in greater detail in “The Business”): The Company believes it has the capacity to acquire an MMA training center and a nutrition company to offer licensed, sanctioned and televised professional UFC events along with world class professional coaching, recruiting of athletic talent and high grade nutrition products. Management believes that MMA has gone mainstream and acquisitions of these lines of business would allow the Company to capitalize on this niche inside the entertainment and fitness industry. If successful in getting this toehold position, the Company would seek to utilize this nationwide television advertising platform to cross market all other Company holdings. To that end, the Company would invest $250,000 if the mid-point is reached and $400,000 if the maximum is achieved—but $-0- if only the minimum offering is reached.

Oil Production and Clean Energy (as described in greater detail in “The Business”): The Company believes it can acquire oil field and energy operations in the U.S. as well as identification of renewable energy construction locations for wind and solar energy projects to be subsidized by the U.S. government. Existing oil fields are on shore in the southern United States and are actively pumping and producing hundreds of barrels of oil per day. Believing that oil and clean energy companies with adequate funding offer attractive returns on investment, the Company (directly or through operating subsidiaries) intends to engage oil industry scientists, geologists, and energy experts to ensure stable and increasing production with the drilling of additional wells on current multi acre sites. Given the dollar commitments required, the Company will invest $1,500,000 if the mid-point of the offering is achieved and $5,000,000 if the maximum is raised—but $-0- if only the minimum is raised.

Said another way, management believes the following is achievable if the $500,000 minimum is achieved:

	·	Secure controlling interest in commercial/residential construction company
	·	Secure property for construction projects.
	·	Secure operational control of commercial and residential construction projects
	·	Secure construction management team
	·	Secure medical operations management team

The following is achievable, in management’s opinion, if the $7,750,000 mid-point is achieved:

	·	Secure controlling interest in dealership services company
	·	Secure majority position in lending Institution
	·	Begin construction of residential and commercial properties
	·	Secure 50%+ ownership in entertainment and fitness company
	·	Secure nationwide television rights for licensed UFC events
	·	Secure quality MMA coaching and athletic talent training program
	·	Identify recommended wind farm location
	·	Secure controlling interest in producing oil well field and concurrently secure complete oil production infrastructure from pumping to refinery delivery.
	·	Secure lead scientist, geologist, and key managers for oil production operation
	·	Begin construction of medical care facility

Indeed, it is management’s view that the following is achievable if the $15,000,000 maximum is achieved:

	·	Secure controlling position in 2nd dealership services company
	·	Secure majority ownership position in automotive dealership
	·	Increase holdings in lending institution
	·	Complete first phase construction of residential properties
	·	Begin construction of medical facility #1
	·	Complete construction of residential properties
	·	Secure property for clean energy wind farm development
	·	Secure 2nd interest in producing oil field
	·	Seek to double oil production acquired
	·	Increase delivery and oil refining capability in additional markets

ITEM 7.

DESCRIPTION OF BUSINESS.

McGraw has identified business sectors that have traditionally been, and recently proved to be, safe harbors for capital investment--assuming a viable business vehicle is acquired. Those lines of business include automotive dealerships, automotive services, construction, oil and clean energy, financial services, and insurance services; industries management deems mainstays in the current economy, and well understood business models to the average investor. McGraw can be viewed as seeking out existing companies in lines of business with a low beta (or risk) inside industries that have large upside potential, including the automotive industry. By way of example, dealership services is a niche industry that services auto, boat and airplane dealerships which management believes will enrich the automotive holdings for the Company, offering the ability to market goods and services across multiple industry platforms.

The Company believes that the construction and real estate sectors are showing signs of growth and such market sectors have traditionally been safe harbor investments for long-term investors. Along with traditional construction plans for high end residential and income producing commercial buildings, McGraw plans to operate inside a niche market of the construction industry: medical facilities construction. In management’s opinion, the medical field (especially senior care or “long-term care”) is soon to experience its largest growth cycle in a generation. We believe the rate of retirees is set to exceed all generations by a large multiple. McGraw plans to combine the stable and increasing construction industry with the stable and high growth long-term care industry. Management believes it can join with a well-established and experienced medical group, servicing a significant patient list, the Company (with adequate funding) will be able to build up multiple medical facilities, and grand open each location at 100% pre-sold and occupied. We expect to be able to staff and manage those facilities with properly licensed medical staff and operated by the contemplated partner medical group. Upon completion of each facility, McGraw intends to maintain options to retain ownership of each property and participate in revenue sharing, acting as the landlord, or negotiate a price to sell each property to the occupying medical group at a profit.

Entertainment and fitness industries have gone hand in hand since the inception of the World Wrestling Entertainment (“WWE”) in 1979.WWE is an American publicly traded company that deals primarily in professional wrestling with major revenue sources also coming from film, music, product licensing and direct product sales. The Ultimate Fighting Championship (“UFC”) is the largest mixed martial arts (“MMA”) promoter in the world and features most of the top-ranked fighters in the sport. UFC recently sold for $4 billion, the most expensive transaction for an organization in sports history. Like the WWE and the UFC, McGraw plans to capitalize on this now mainstream industry, as a licensed promotion company and athlete training and recruiting division for the UFC. McGraw intends to acquire a licensed and proven training center for UFC athletes that would supply professional talent directly to the UFC. McGraw also intends to acquire a UFC events promotion company that is currently licensed by the UFC and is responsible for regional UFC events that are televised nationwide to an audience of millions.

 

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McGraw through this Offering believes it can control one (or more) gym, athlete, promotion company, regional televised events, and long-term marketing rights. McGraw intends to capitalize on the public success of current entertainment and fitness operations in a way that benefits its shareholders with long-term returns and the potential of large-scale growth. McGraw expects revenue from the management of pro athletes, hosting of regional UFC events and televised advertising of events resulting in the sale of ancillary products and services associated with this sport. Nutrition products, sportswear, promotional items, and logo wear are expected to generate growing revenue as the Company becomes closely associated with the UFC and its global advertising and marketing network in participation with UFC industry experts.

Oil wells in the United States have contributed to the successful bid for the U. S. to become energy independent. To do its part for our common goal of energy independence for the U.S., McGraw intends to invest in actively producing oil wells in the southern United States. These oil fields will need to be producing hundreds of barrels of American oil up from the ground every day, and delivering it to refineries. This will be consistent with the Company’s objective to invest only in successful, low risk, revenue producing businesses. In fact, we believe we can acquire operating companies with existing infrastructure, already in place in each location, thereby providing McGraw zero startup costs and ensuring all investment dollars from the Company are ‘above ground’ and can contribute to growing an existing revenue stream into a major profit center for the Company. As this business sector grows, as we believe will happen, McGraw will pursue other options that also contribute to U.S. energy independence, such as harnessing wind energy. For example, the Company will seek to work with government, and clean energy experts, to devise a plan for the Company to enter this sector of the clean energy industry. The U.S. government has many opportunities for business entities to qualify for grants, direct and tax subsidies, for the development of clean energy development. The Company intends to explore all such options and decide on the best entry point or path forward in helping achieve energy independence for the country in an environmentally responsible manner.

There are certain key corporate and management philosophical tenets that the Company’s founder believes are key to the long-term success of the Company:

	·	To achieve commercial success in its individual lines of businesses it intends to own and manage, the Company must have majority control (at least 50% plus 1 share) of these operations.
	·	Because the Company will focus on our vision to maximize shareholder value, it is in the long-term best interests of the Company, both for its own growth and in developing value for its shareholders, to develop strategies to maximize overall participation in the broadest-based business activities possible.

 

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At the present time, the Company has engaged mostly in organizational activities to structure the various business areas, but also has investigated business opportunities for investment and performed preliminary due diligence on certain projects in the U.S. The Company has maintained close talks with multiple companies, all of which are consistent with the foregoing philosophy and business plan.

Advisory Board

To facilitate its business plan, the Company has created an Advisory Board to provide strategic, un-biased advice to the executives and managers of the Company. The Advisory Board, we believe, is composed of seasoned industry experts that will offer instinctive advice and relevant perspectives pertaining to their respective industry. These advisors do not have voting authority or bear legal fiduciary responsibilities, but will act as a resource and help the Company grow in its understanding of market and industry trends. The Board will hold regular quarterly meetings organized by a company executive, acting as the facilitator.

Chris Shefts, CEO, Kolorpatch Inc.: For the past 18 years Mr. Shefts has been a leader and experienced business owner in the Automotive Industry. Chris has founded and operated multiple automotive operations over the course of his career. Mr. Shefts has decades of experience with startup companies and is well versed in both sales and operations in the automotive industry.

Daniel Lawton, Mortgage and Financial Services Professional. Mr. Lawton is an experienced finance and mortgage professional. Mr. Lawton is skilled in both sales and operations in both a mortgage and financial services environment. Mr. Lawton has earned numerous awards and accolades for his ability to lead sales teams and expand territories for successful financial corporations.

Lori McGraw, Founder, Fit Girl Fitness, Fitness Competition/Fitness Management Professional: Ms. McGraw is a 30-year veteran in the fitness industry. Ms. McGraw is in demand as an expert in fitness sales and fitness operations management. Ms. McGraw holds many certifications and has earned many industry awards for sales achievements and multiple prizes at fitness competitions.

Danny Stojanovic, CEO, ADR Construction: Mr. Stojanovic is the owner of a successful residential and commercial real estate development company. His expertise is in demand nationwide as an expert in high end luxury residential, multi-unit residential, commercial as well as large scale properties.

 

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ITEM 8.

DESCRIPTION OF PROPERTY

As of the date of this Offering Circular, we use the offices (without charge to the Company) of our sole officer and director, Kinney (Ken) L. McGraw. Our office address is 1900 E. Golf Road, Schaumburg , Illinois 60173 . Our telephone number is (888) 525-0010. Currently, this space is sufficient to meet our needs. We do not foresee any significant difficulties in obtaining any required additional space if needed. We do not own any real property.

ITEM 9.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

This section of the Offering Circular includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Offering Circular. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our forecasts.

We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations to date.

Our auditors have issued a going concern opinion. This means that our auditors believe there is doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations that produce revenues. Accordingly, we must raise cash as contemplated in this Offering. That cash must be raised from other sources to implement our business plan and stay in business.

To meet our need for cash we are attempting to raise money from this Offering. We cannot guaranty that we will be able to raise enough money through this Offering to stay in business and we do not know how long we can satisfy our cash requirements. Whatever money we do raise will be applied to payment of expenses of this Offering, due diligence on potential acquisitions that meet our investment requirements and working capital. If we do not raise all of the money we need from this Offering, we will have to find alternative sources, like a private placement of securities or loans from our officers or others. We have discussed this matter with our officers, however, our officers are unwilling to make any commitment to loan us any money beyond organizational costs and expenses at this time. Even if there is a need for additional money, there is no assurance that the current and/or future officers and directors will loan additional money to us. At the present time, we have not made any arrangements to raise additional cash, other than through this Offering. If we need additional cash and can’t raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this section, we have no other financing plans.

 

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A description of our plan of operations is located below. We will be conducting research in connection with the business plan here outlined.

Currently, our only employee is the sole officer and director. As other officers are added (based on funding or cash flow) will be devoting full or part time to our business. There duties will be to handle our day-to-day administration and perform executive functions. We intend to hire third party independent contractors to the extent personnel are required but any such third party independent contractors will be under our officers’ and directors’ direct supervision. As of the date of this Offering Circular, we have no contractors or consultants and we do not intend to do so until we have completed this Offering.

Limited Operating History; Need for Additional Capital.

There is no historical financial information about us upon which you can base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise and prosecution of our acquisitive capital intensive business plan. To become profitable and competitive, we must execute on our business plan. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Plan of Operations

The Company was only recently organized, namely October 11, 2016. As reflected in the attached financial statements, the Company has had very limited operations and has had neither revenue nor profits. The purpose of this Offering is to provide working capital for the purposes outlined. At this time, however, the Company has no historical data to discuss.

 

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At present, we expect to generate revenue from the following lines of business:

	·	Construction and sale of single family and multi-family homes
	·	Construction, leasing and revenue sharing in a long-term medical facility
	·	Purchase of existing dealership services company with existing revenue stream
	·	Acquisition of a financial services and insurance company with existing revenue stream
	·	Acquisition of a sports entertainment company with existing revenue stream
	·	Acquisition of a producing oil field with existing revenue stream

As of April 26, 2017, we had cash on hand of $172 for our operational needs. Currently our operating expenses are approximately $1,250 per month. The Company has approximately $42,715 in debts as it begins operations.

We plan to focus our future efforts on construction projects and business acquisitions that will present short term and long-term revenue sources for the Company. We believe using funds to acquire existing businesses with revenue streams will generate both a stable and long-term revenue stream for the Company.

While the construction of single family and multi-family homes presents a modest source of short-term revenue, the construction and full occupancy of a contemplated long-term medical facility is expected to generate significantly greater income and much greater long-term profits.

The acquisition of any contemplated producing oil field(s) would provide, in our opinion, immediate revenue.

The acquisition of any contemplated automotive dealership services company will, we believe, also provide immediate revenue from existing sales of the dealership acquired.

In our view, the construction of a long-term medical facility will not provide immediate revenue, but does present significant and increasing long-term revenue for the Company.

The acquisition of a contemplated financial services and insurance company, we believe, would provide immediate revenue from existing sales of the financial services and insurance company acquired.

 

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The acquisition of a contemplated an entertainment and fitness company should, in our view, provide immediate revenue from existing sales of the entertainment and fitness company acquired.

The purpose of this Offering is to provide funding for the following if the $15,000,000 maximum offering is achieved:

	·	$5,000,000 for the acquisition of a producing oil field and refinery distribution channel.
	·	$3,000,000 for the acquisition of an automotive dealership services company.
	·	$3,000,000 for the construction of single-family estate homes, initially as many as four.
	·	$1,000,000 for the construction of one long-term medical facility.
	·	$1,000,000 for the acquisition of an ownership interest in an automotive dealership.
	·	$500,000 for the acquisition of a financial services and insurance company.
	·	$400,000 for the acquisition of and entertainment and fitness company.
	·	$650,000 for working capital.
	·	$50,000 for IPO expenses.
	·	$450,000 for general and administrative expenses.

Oil and Clean Energy

The Company intends to invest in oil field and energy operations in the U.S to acquire rights of producing oil fields and identification of renewable energy construction locations for wind and solar energy projects to be subsidized by the US government. Existing oil fields are on shore in the southern United States and are actively pumping and producing hundreds of barrels of oil per day. Current operation has complete infrastructure across entire supply chain, from pumping oil, to transportation and delivery direct to refineries. The Company to maintain oil industry scientists, geologists, and energy experts from current operation to ensure stable and increasing production with the drilling of additional wells on current multi acre sites. If the minimum is raised, the Company intends to invest $0.00. If the mid-point is reached, the company will invest $1,500,000. If the maximum is raised, $5,000,000.

Dealership Services

The Company intends to acquire dealership services companies to offer on-site Dealership Services nationwide. If the minimum is raised, the Company intends to invest $0.00. If the mid-point is reached, we intend to invest $2,000,000. If the maximum is reached, $3,000,000.

Construction and Property

The company intends to acquire a residential and commercial construction company to complete construction of luxury single family homes. If the minimum is reached the Company intends to invest $400,000. If the mid-point is reached, $3,000,000. If the maximum is reached, $3,000,000.

 

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Long Term Medical Facility

The Company intends to acquire a construction company and a medical physician’s management company to construct and manage medical facilities needed to house hundreds of patients currently on a waiting list. This is a joint venture with the Company and a Medical Physicians and Management Group, to supply technically modern, long term health care facilities to the Midwest region. The Medical Physicians and Management Group to supply all doctors, health care workers, health care management, and staff to each facility. If the minimum is raised the Company will invest $0.00 in these projects. If the mid-point is reached, $0.00. If the maximum is reached, $1,000,000.

Automotive Dealership

The Company intends to acquire an Automotive Dealership that delivers high volume car sales in the target industry. If the minimum is raised, the Company intends to invest $0.00. If the mid-point is reached, $0.00. If the maximum is reached, $1,000,000.

Financial and Insurance Services

The Company intends to acquire a financial services and insurance services entity that offers loan for residential and commercial real estate, small business loans, as well as insurance and/or re-insurance services. If the minimum is raised, the Company will invest $0.00. If the mid-point is reached, $200,000. If the maximum is reached, $500,000.

Entertainment and Fitness

The Company intends to acquire an MMA fitness training facility and an MMA promotion company to offer licensed, and televised professional MMA events along with world class professional coaching and recruiting of athletic talent. If the minimum is raised the Company will invest $0.00. If the mid-point is reached, $250,000. If the maximum is reached, $400,000.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Identity of Directors, Executive Officers and Significant Employees.

The following table sets forth the names and ages of our current directors, executive officers and significant employees:

Name and Age		Position(s) Held		Date of Appointment		Other Public Company Directorships
Kinney (Ken) L. McGraw		Sole Director and Officer, including President, Secretary and Treasurer		Since Inception		None

 

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Terms of Office.

Each of our officers is elected by our Board of Directors to serve until the next annual meeting of directors or until their successors are duly elected and qualified. Currently the sole officer director is Kinney L. (Ken) McGraw. Our Board of Directors, going forward, will be elected by a majority vote of shares outstanding. As the pre-offering sole (100%) owner of shares (through an affiliated personal holding company), Mr. McGraw was elected as sole director of the Company at its November 12, 2016 Organization Meeting. Any director elected shall hold office until the later of the next annual meeting of stockholders or until his successor shall have been duly elected and qualified.

Background and Business Experience

Kinney L. (Ken) McGraw has over 25 years of experience in corporate finance and real estate in increasingly responsible positions. Licensed as a mortgage banker, mortgage broker and licensed insurance agent, Mr. McGraw began his finance career in real estate in retail sales, becoming over time the founder of 4M Financial, LLC, a nationwide mortgage and finance firm employing a professional staff of more than one hundred. He is also the former founder of Executive Funding, Inc., a multi-state banking operation across the Mid-West and South. Mr. McGraw is currently President and CEO of Tiger Capital Management, LLC, a business consulting firm which services a wide range of clientele requiring expertise in banking, real estate, insurance and/or mortgages. He has broad experience in turning under-performing businesses into profitable enterprises. He attended two years at Moraine Valley (Illinois) Community College (1991-1993) and one year (1994) at Evangel College in Missouri.

In 1997, Mr. McGraw began his career in finance as a loan officer in Lemont, Illinois with JVS Financial Corporation. He quickly rose to a management position responsible for a team of 15 salesmen.

Achieving success as a manager in the field of residential real estate lending, Mr. McGraw was recruited to manage a team of loan officers for a mid-sized wholesale banking operation in Chicago, Illinois (1998-1999).

 

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In 1999, Mr. McGraw founded 4M Financial in Orland Park, Illinois. He grew a startup mortgage broker operation into a successful regional residential and commercial finance company, developing skills as a sales and operations manager.

In 2001, Mr. McGraw was recruited to develop an inside sales team for a then multi-billion-dollar nationwide mortgage lending company, Fremont Invest & Loan Corporation. From 2001-2006, Mr. McGraw used the company’s nationwide lending platform to reach clients in all 50 states and, within five years, proved the inside sales model a success.

In 2006, Mr. McGraw founded Excellent Funding, Inc. in Orland Park, Illinois and Miami, Florida, developing a successful mortgage lending business spanning multiple states.

In 2008 McGraw founded Tiger Capital Management, LLC, a banking and finance consulting firm. From 2008 to date, Mr. McGraw has helped his clients build successful business operations in the areas of banking, finance, mortgage and real estate.

Legal and Disciplinary History of Our Officers and Directors.

None. During the last five years, excluding traffic violations and minor offenses, Kinney (Ken) L. McGraw, currently our only director and officer, has not been: (a) convicted in a criminal proceeding or named as a defendant in a pending criminal proceeding; (b) the subject of an entry of an order, judgment, or decree, not subsequently reversed, suspended, or vacated, by a court of competent jurisdiction, that permanently enjoined, barred, suspended, or otherwise, their involvement in any type of business, securities, commodities, or banking activities; (c) the subject of a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodities Futures Trading Commission, or a state securities regulator of a violation of U. S. Federal or state securities or commodities trading laws, which finding or judgment has not been reversed, suspended, or vacated; or (d) the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited any of our directors’ or officers’ involvement in any type of business or securities activities. Similarly, Mr. McGraw is not a disqualified person under Rule 230.262, Rule 230.505(b)(2)(iii) and Rule 230.506(d)(2)(ii) of the Securities and Exchange Commission.

 

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Identification of Significant Employees.

We employ no significant employees other than Mr. McGraw, the aforementioned sole officer and director.

Family Relationships.

We currently do not have any officers or directors who are related to one another.

Committees

We do not currently have an audit, compensation, or nominating committee. Our Board of Directors, currently comprised of a sole member, is expected for the foreseeable future to act as a “committee of the whole” board and, as such, is not expected to have separate audit, compensation and nominating committees. Following the completion and effectiveness of this offering and after FINRA permits us to have our securities quoted and issues us a symbol, we intend to include one or more independent directors and intend to adopt a charter for each committee.

The audit committee functions being performed by our Board of Directors, currently and for the foreseeable future, requires the oversight and primary responsibility for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls.

The compensation committee functions being performed by our Board of Directors, currently and for the foreseeable future, requires the oversight for implementation and approvals of the compensation structure, including all forms of compensation, relating to our directors and executive officers and periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements.

The nominating committee functions being performed by our Board of Directors, currently and for the foreseeable future, requires selecting individuals qualified to become our directors and in determining the composition of the Board and its committees.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of change in ownership of our common stock and other equity securities with the Commission. Officers, directors and greater than 10% stockholders are required by the Com-mission’s rules and regulations to furnish us with copies of all Section 16(a) forms they file. Since our inception, and for the foreseeable future, we have not had a class of equity securities registered under the Securities Exchange Act of 1934, as amended; therefore, compliance with Section 16(a) thereof by our officers and directors is not required.

 

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ITEM 11.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table indicates compensation paid, granted, or issued to our directors and executive officers from the date of our inception:

Name and Principal Position: Kinney (Ken) L. McGraw, President (1)

$-0- Salary

$-0- Bonus

$-0- Stock Awards

$-0- Option Awards

$-0- Non-Equity Incentive Plan Compensation

$-0- Nonqualified Deferred Compensation Earnings

$-0- All Other Compensation

$-0- Total

______________

(1) We have not paid any cash salaries or other forms of compensation since inception to date.

Basis of Presentation for Summary Compensation Table.

There are no employment contracts, compensatory plans or arrangements, including payments to be received from us with respect to any executive officer, that would result in payments to such person because of his resignation, retirement, or other involuntary termination of employment by us, any change in control, or a change in the responsibilities of any of our directors or executive officers following a change in our control.

Outstanding Equity Award.

There are no current outstanding equity awards available to our executive officers.

Long-Term Incentive Plans.

There are no arrangements or plans under which we would provide pension, retirement or like benefits for our directors or executive officers.

 

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Compensation of Directors.

At present, our sole director receives no annual stipend, salary or bonus for his service as a member of our Board of Directors.

ITEM 12.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth the information concerning the number of shares of our common stock owned beneficially as of May 15, 2017, by: (i) our sole director; (ii) our sole executive officer; and (iii) each person or group known by us to beneficially own more than 5% of the outstanding shares of our common stock.

Unless otherwise indicated, the shareholder listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Beneficial Ownership (2)		Per Cent of Class (3)
Kinney (Ken) L. McGraw (1) and (4)		Common		1,666,667		100%
All Officers & Directors as Group		Common		1,666,667		100%

_____________

(1)	For purposes of this disclosure, the address for Mr. McGraw is that of the Company.
(2)	The number and percentage of shares beneficially owned is determined under rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the other footnotes to this table.
(3)	Based on 1,666,667 issued and outstanding shares of our common stock as of April 26, 2017.
(4)	Through McGraw Capital, Inc., the personal holding company of Mr. McGraw.

 

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Changes in Control

There are no present arrangements or pledges of any of our securities, equity or debt, which may result in a change in our control.

Legal and Disciplinary History of Our Beneficial Owner(s)

During the last five years, excluding traffic violations and minor offenses, no beneficial owner of our common stock has been: (a) convicted in a criminal proceeding or named as a defendant in a pending criminal proceeding; (b) the subject of an entry of an order, judgment, or decree, not subsequently reversed, suspended, or vacated, by a court of competent jurisdiction, that permanently enjoined, barred, suspended, or otherwise, his/their involvement in any type of business, securities, commodities, or banking activities; (c) the subject of a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodities Futures Trading Commission, or a state securities regulator of a violation of U. S. Federal or state securities or commodities trading laws, which finding or judgment has not been reversed, suspended or vacated; (d) the subject of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limit his/their involvement in any type of business or securities activities; or (e)a disqualified person under Rule 230.262, Rule 230.505(b)(2)(iii), and Rule 230.506(d)(2)(ii) of the Securities and Exchange Commission.

ITEM 13.

INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.

Other than loans provided to us by Kinney (Ken) L. McGraw (on customary third party lender terms), there are no transactions where management has a direct or indirect personal interest. See Note 6 to the Financial Statements for more information on these loans.

All future affiliated transactions will be made or entered into on terms that are no less favorable to the Company than those that can be obtained from any unaffiliated third party.

 

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ITEM 14.

SECURITIES BEING OFFERED

Organized in Delaware on October 11, 2016, the Company’s authorized capital stock consists of 100,000,000 shares of common stock (par value of $0.00001) and 5,000,000 shares of preferred stock (par value as well of $0.00001). As of April 26, 2017, we had 1,666,667 shares of common stock issued and outstanding, and no shares of preferred stock outstanding.

We will be applying for a CUSIP identifier for our common stock not later than the closing associated with the Initial Offering Period.

Once this Offering is made to become effective by the Commission, we expect to obtain trading authority with FINRA, DTC and a listing on OTCMarkets, an alternative trading platform operated, managed and overseen by OTCMarkets Group, Inc. Although there can be no certainty FINRA will grant us our symbol request, we will apply to have the symbol “MCGR.”

We have not had any trading suspension orders or any other type of administrative action or order issued by the Commission or FINRA at any time from the date of our inception.

The shares of our common stock that were issued prior to this Offering, and that are subject to further “insider” restrictions under Rule 144 within the Securities Act of 1933, bear the following restrictive legend: “The securities represented by this certificate have not been registered under the Securities Act of 1933 as amended, or applicable state securities laws. The securities have been acquired for investment and not with a view toward resale and may not offered for sale, sold, transferred or assigned in the absence of an effective offering for the securities under the Securities Act of 1933, as amended, or applicable state securities laws, unless the company has received an opinion of counsel which is satisfactory to the company, to the extent that such registrations are not required.”

We have not performed a stock split, paid a stock dividend, effected a recapitalization of our securities, entered into a merger, acquired any material asset, partnership or corporation, effected a spin-off or performed a reorganization from our date of inception and, with the exception of the acquisition of material assets contemplated in this Offering Circular, no such acts or activities in future are being contemplated.

 

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The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

Voting Rights. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders.

Dividends. Subject to the rights of holders of the Preferred Stock, the holders of Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of stock, and the holders of Preferred Stock shall not be entitled to participate in any such dividends (unless otherwise provided by the Board of Directors in any resolution providing for the issue of a series of Preferred Stock.)

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.

Absence of Other Rights or Assessments. Holders of common stock have no preferential, preemptive, conversion or exchange rights. There are no redemption or sinking fund provisions applicable to the common stock. When issued in accordance with our articles of incorporation and law, shares of our common stock are fully paid and not liable to further calls or assessment by us.

Preferred Stock.

Our Articles of Incorporation provide that up to 5,000,000, shares of Preferred Stock may be issued from time to time in one or more series. Our Board of Directors has the authority to fix and determine the number of shares constituting each such series and the relative rights, preferences, privileges and immunities, if any, as well as any qualifications, limitations or restrictions thereof, of the shares thereof, including the authority to fix and determine the dividend rights, dividend rates, conversion rights, voting rights and terms of redemption (including sinking fund provisions), redemption prices and liquidation preferences of any wholly unissued series of preferred stock and to increase or decrease the number of shares of any outstanding series, without further vote or action by shareholders.

 

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The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable a holder to block such a transaction. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of holders of our common stock. Although our board of directors is required to make any determination to issue preferred stock based on its judgment as to the best interests of our shareholders, our board could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which such shareholders might receive a premium for their stock over the then market price of such stock. Our board presently does not intend to seek shareholder approval prior to the issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange rules.

Board Composition and Filling Vacancies.

Our Bylaws provide that directors may be removed only for cause and then only by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors. Furthermore, the Bylaws provide that any vacancy on our Board of Directors, however occurring, including a vacancy resulting from an increase in the size of our Board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. The limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to change the composition of our Board of Directors.

No Written Consent of Stockholders.

Our articles of incorporation do not provide that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting. Delaware law permits a majority of stockholders to take action pursuant to a written consent so long as (i) a majority of shares owned by the stockholders sign the writing, (ii) each signatory dates his signature and (iii) all of the signatures are dated within 60 days of the effective date of the consent. This may limit a stockholder’s access to and the ability of a stockholder to vote on an action being considered by the Company that would otherwise be required to be presented to and voted on at a validly organized meeting of the stockholders. In the future we intend to present to the stockholders a resolution to amend our articles of incorporation that would prohibit written consents by a majority of the stockholders. If adopted by the stockholders, this proposal may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

 

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Meetings of Stockholders

Our articles of incorporation and bylaws provide that only a majority of the members of our Board of Directors then in office may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our bylaws limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

Advance Notice Requirements.

Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment to Articles of Incorporation and Bylaws.

Any amendment of our articles of incorporation must first be approved by a majority of our Board of Directors, and if required by law or our articles of incorporation, must thereafter be approved by a majority of the outstanding shares entitled to vote on the amendment and a majority of the outstanding shares of each class entitled to vote thereon as a class, except that the amendment of the provisions relating to stockholder action, board composition, limitation of liability, and the amendment of our bylaws and articles of incorporation must be approved by not less than 51% of the outstanding shares entitled to vote on the amendment, and not less than 51% of the outstanding shares of each class entitled to vote thereon as a class. Our bylaws may be amended by the affirmative vote of a majority of the directors then in office, subject to any limitations set forth in the bylaws; and may also be amended by the affirmative vote of at least 51% of the outstanding shares entitled to vote on the amendment, or, if our board of directors recommends that the stockholders approve the amendment, by the affirmative vote of the majority of the outstanding shares entitled to vote on the amendment, in each case voting together as a single class.

 

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Undesignated Preferred Stock.

Our articles of incorporation, as amended, provide for 5,000,000 authorized shares of preferred stock, par value $0.00001 per share. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our articles of incorporation grant our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

Shares Eligible for Future Sale.

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options or warrants, or the perception that these sales could occur in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Based on the number of shares of common stock outstanding as of November 30, 2016, upon the closing of this offering, 50,000,000 shares of common stock will be outstanding. The number of shares outstanding upon completion of this Offering assumes:

	·	the issuance of 30,000,000 shares of common stock.
	·	no issuance or exercise of outstanding options or warrants.

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All of the Shares sold in this Offering will be freely tradable unless purchased by our affiliates. The remaining shares of common stock outstanding after this Offering will be restricted as a result of securities laws or lock-up agreements as described below. Following the expiration of the lock-up period, all shares will be eligible for resale in compliance with Rule 144.  

Rule 701 Inapplicable

In general, under Rule 701 under the Securities Act, any of our employees, directors, consultants, or advisors who purchased shares from us in connection with a qualified compensatory stock or option plan or other written agreement and in compliance with Rule 701, is eligible to resell those shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with the various restrictions, including the holding period, contained in Rule 144. The Company has not adopted such plan and none is currently adopted.

Lock-up and Market Stand-Off Agreements

Our sole director and officer has agreed that he will not sell any common stock for a period of 180 days from the date of this Offering Circular.

Trading Suspensions; Administrative Actions

Neither the Company nor the sole director/officer have had any trading suspension orders or any other type of administrative action or order issued by the Commission or FINRA at any time.

The shares of our common stock that were issued prior to this offering, and that are subject to further “insider” restrictions under Rule 144 within the Securities Act of 1933, bear the following restrictive legend:

“The securities represented by this certificate have not been registered under the Securities Act of 1933 as amended, or applicable state securities laws. The securities have been acquired for investment and not with a view toward resale and may not offered for sale, sold, transferred or assigned in the absence of an effective offering for the securities under the Securities Act of 1933, as amended, or applicable state securities laws, unless the company has received an opinion of counsel which is satisfactory to the company, to the extent that such registrations are not required.”

 

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We have not performed a stock split, paid a stock dividend, effected a recapitalization of our securities, entered into a merger, acquired any material asset, partnership or corporation, effected a spin-off, or performed a reorganization from our date of inception and, with the exception of the acquisition of the material assets outlined in this Offering Circular, no such acts or activities in future are being contemplated.

Personal Liability of Shareholders

Under Section 282 of the Delaware Business Corporation Act, as amended, and pursuant to our articles of incorporation, no shareholder may be held personally liable for any debts, liabilities or obligations of the Company.

Transfer Agent and Registrar

Island Stock Transfer, Inc.

15500 Roosevelt Boulevard

Clearwater, Florida 33760

Telephone: (727) 289-0010

 

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PART F/S

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

McGraw Conglomerate Corp

We have audited the accompanying balance sheet of McGraw Conglomerate Corp. as of April 26, 2017 and the related statement of operations, stockholder's deficit and cash flows for the period from October 11, 2016 (inception) to April 26, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of McGraw Conglomerate Corp. as of April 26, 2017 and the results of its operations and its cash flows for the period from October 11, 2016 (inception) to April 26, 2017 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has incurred a loss since inception, had a net accumulated deficit and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Meenu Jain

Ankit Consulting Services, Inc.

Certified Public Accountants

Rancho Santa Margarita, CA

May 24, 2017

 

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Table of Contents

McGraw Conglomerate Corp 

Balance Sheet 

As of April 26, 2017

ASSETS
Current assets:
Cash and cash equivalents		$	172
Total Assets		$	172
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued expenses		$	2,190
Note payable - related party			40,525
Total current liabilities			42,715
Stockholders' deficit:
Preferred stock (par 0.00001, 5,000,000 shares authorized, and none issued and outstanding)			-
Common stock (par 0.00001, 100,000,000 shares authorized, and 1,666,667 issued and outstanding)			17
Additional paid in capital			183
Accumulated deficit			(42,743	)
Total stockholders' deficit			(42,543	)
Total Liabilities and Stockholders' Deficit		$	172

The accompanying notes are an integral part of these financial statements

 

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Table of Contents

McGraw Conglomerate Corp

Statement of Operations

*weighted average number of dilutive shares is the same since the dilutive shares are anti dilutive in nature.

The accompanying notes are an integral part of these financial statements

 

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Table of Contents

		Common Stock								Additional Paid-In				Accumulated				Total Stockholders'
		Shares				Amount				Capital				deficit				Equity/(Deficit)
Issuance of stock for cash			1,666,667			$	17			$	183			$	-			$	200
Net income October 11, 2016 (Inception) to April 26, 2017			-				-				-				(42,743	)			(42,743	)
Balance - April 26, 2017			1,666,667			$	17			$	183			$	(42,743	)		$	(42,543	)

 

The accompanying notes are an integral part of these financial statements

 

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McGraw Conglomerate Corp 

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(42,743	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase in accrued expenses			2,190
Increase in accrued interest			526
Net cash used in operating activities			(40,027	)
CASH FLOWS FROM INVESTING ACTIVITIES			-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash			200
Related party note proceeds received			39,999
Net cash provided by financing activities			40,199
NET INCREASE IN CASH AND CASH EQUIVALENTS			172
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE			-
CASH AND CASH EQUIVALENTS, ENDING BALANCE		$	172
SUPPLEMENTAL DISCLOSURES:
Interest paid			-
Income tax paid			-

 

The accompanying notes are an integral part of these financial statements

 

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Table of Contents

McGraw Conglomerate Corp

Notes to Financial Statements

April 26, 2017

NOTE 1: DESCRIPTION OF BUSINESS

McGraw Conglomerate Corp (the “Company”) was incorporated in Delaware on October 11, 2016. It is a development stage company.

The Company engages in the business of acquiring income producing business entities during early stages of their respective business life cycle, to enrich the acquisitions business model to result in increased business activity, revenue, and valuation.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Organization

The financial statements of the Company for the period October 11, 2016 (inception) to April 26, 2017 have been prepared in accordance with generally accepted accounting principles.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the financial statements in the period they are determined.

Fair value of financial instruments and fair value measurements

The Company applies the provisions of ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. For certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and short-term debt, the carrying amounts approximate fair value due to their relatively short maturities. The carrying amounts of the long-term debt approximate their fair values based on current interest rates for instruments with similar characteristics.

 

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Table of Contents

McGraw Conglomerate Corp

Notes to Financial Statements

The three levels of valuation hierarchy are defined as follows:

Level 1:

Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

Level 2:

Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

Level 3:

Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

Revenue recognition

Revenue from sales of products and services is recognized when persuasive evidence of an arrangement exists, products have been shipped or services have been delivered to the customer, the price is fixed or determinable and collection is reasonably assured.

Stock-based compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees and earned. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

Property, plant and equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are charged to expense as incurred. Expenditures for betterments and renewals are capitalized. The cost of property, plant and equipment and the related accumulated depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded in operations.

Intangible assets

Intangible assets with no determinable life are initially assessed for impairment upon purchase, with subsequent assessments required annually. When there is reason to believe that their values have been diminished or impaired, a write-down is recognized as necessary. Intangible assets with rights that expire over time are amortized over the time period that the rights exist.

Income taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes”. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

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Table of Contents

McGraw Conglomerate Corp

Notes to Financial Statements

The Company adopted “Accounting for Uncertainty in Income Taxes”. These standards provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold. The Company had no unrecognized tax benefits. During the period from October 11, 2016 (inception) to April 26, 2017 no adjustments were recognized for uncertain tax benefits.

Basic and diluted earnings per share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options, warrants, and stock awards. For the period from October 11, 2016 (inception) to April 26, 2017, basic and diluted net loss per share was $0.03 per share.

New Accounting Pronouncements

In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company is in the process of evaluating the impact of the pronouncement on it’s financial statements.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

 

F-8

Table of Contents

McGraw Conglomerate Corp

Notes to Financial Statements

In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.

NOTE 3: NOTE PAYABLE – RELATED PARTY

The Company received $39,999 during the period from October 11, 2016 (inception) to April 26, 2017 from the McGraw Capital Corporation, who owns 100% of the shares of the Company, representing an unsecured note payable bearing interest at 5% per annum. Interest becomes payable along with the principle on December 31, 2017. The Company accrued interest expenses of $526 and paid no interest for the period.

NOTE 4: INCOME TAXES

The Company had an income tax expense for the period from October 11, 2016 (inception) to April 26, 2017 of $0. The blended Federal and State tax rates for the period of 0% applies to income before taxes. The tax effects of temporary differences that give rise to significant portions of deferred tax liabilities at April 26, 2017 are as follows:

Deferred tax liabilities:

Net loss before taxes		$	(42,743	)
Deferred tax			0
Less deferred tax asset on net operating loss			0
Net deferred tax liability		$	0

NOTE 5: GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $42,743 as of April 26, 2017. To date, the operations have been financed through the loans from related party.

In view of the matters described, there is substantial doubt as to the Company's ability to continue as a going concern without a significant infusion of capital. At April 26, 2017, the Company had minimal operations. There can be no assurance that management will be successful in implementing its plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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Table of Contents

McGraw Conglomerate Corp

Notes to Financial Statements

We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing involves substantial dilution to existing investors.

NOTE 6: RELATED PARTY TRANSACTIONS

The Company received $39,999 during the period from October 11, 2016 (inception) to April 26, 2017 from the McGraw Capital Corporation, who owns 100% of the shares of the Company, representing an unsecured note payable bearing interest at 5% per annum. Interest becomes payable along with the principle on December 31, 2017.

NOTE 7: STOCKHOLDERS' EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with $0.00001 par. The Company originally contemplated issuing 20,000,000 shares for $200 during the period from October 11, 2016 (inception) to April 26, 2017. The Company later decided that in order to be more marketable to the public, it would change the initial issuance to only 1,666,667 shares for the same $200 cash during the period.

The Company is authorized to issue 5,000,000 shares of preferred stock with $0.00001 par. No preferred stock has been issued as of April 26, 2017.

NOTE 8: SUBSEQUENT EVENTS

There have been no significant subsequent events since the balance sheet date.

 

F-10

Table of Contents

Items 16/17.

Index to Exhibits/Description of Exhibits

1.1		Selling Agent Agreement
1.2		Lock-Up Agreement
*3.1 (a)		Articles of Incorporation
*3.1 (b)		Amendment to Articles of Incorporation
*3.2		Bylaws
4		Subscription Agreement-Amended
*6		CrowdPay/White Label Crowdfunding Website Software Licensing Agreement
*8.1		Escrow Agent Agreement
*8.2		Escrow Bank Documentation
11		Auditor Consent
*12		Opinion of Counsel re Legality
*15.1		McGraw Website Script
15.2		Video Script-Edited

_____________

*	Previously filed and not filed herewith.

 

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Table of Contents

Pursuant to the requirements of Regulation A under the Securities Act of 1933, the Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Pre-Effective Amendment No. 2 to the Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downers Grove, State of Illinois, on August 3, 2017.

	McGraw Conglomerate Corporation, a Delaware corporation
	By:	/s/ Kinney L. McGraw
	Name:	Kinney L. McGraw
	Its:	Chairman and President

60

EXHIBIT 1.1

SELLING AGENT AGREEMENT

August , 2017

Alexander Capital L.P. As the “Selling Agent” 17 State Street | 5th Floor New York, NY 10004

Ladies and Gentlemen:

McGraw Conglomerate Corporation, a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of $15,000,000 in shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Securities”). The Company hereby confirms its agreement with Alexander Capital L.P. (the “Selling Agent”) to act as Selling Agent in accordance with the terms and conditions hereof.

The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”

1. Offering  Statement and Offering Circul 

The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) an Offering Statement (as defined below) on Form 1-A (File No. 024-10657) under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, and such amendments to such Offering Statement (including post-effective amendments) as may have been required to the date of this Agreement and a preliminary offering circular supplement under the Securities Act.. Such Offering Statement, as amended (including any post-effective amendments), has been declared effective by the Commission. The aforementioned offering statement, including amendments thereto (including any post-effective amendments thereto) at the time of effectiveness thereof (the “Effective Date”), the exhibits and any schedules thereto at the Effective Date or thereafter during the period of effectiveness and the documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the Rules and Regulations at the Effective Date or thereafter during the period of effectiveness, is herein called the “Offering Statement.” If the Company has filed or files an abbreviated offering statement pursuant to Regulation A under the Securities Act (the Amended Offering Statement”), then any reference herein to the term Offering Statement shall include such Amended Offering Statement.

The Company is filing with the Commission pursuant to Regulation A under the Securities Act a final offering circular supplement relating to the Securities to a form of offering circular included in the Offering Statement. The form of offering circular included in the Offering Statement at the time it was declared effective, as it may have been amended, modified or supplemented and filed with the Commission after such effective date and prior to the date hereof pursuant to Regulation A, is hereinafter called the “Base Offering Circular ,” [Why include Prospectus since a Reg A?] and such final offering circular, as filed, along with the Base Offering Circular, is hereinafter called the “Final Offering Circular.” Such Final Offering Circular and any preliminary offering circular supplement relating to the Securities in the form in which they shall be filed with the Commission pursuant to Regulation A under the Securities Act (including the Base Offering Circular as so supplemented) is hereinafter called the “Offering Circular.”

1

For purposes of this Agreement, all references to the Offering Statement, the Amended Offering Statement, the Base Offering Circular, the Final Offering Circular, the Offering Circular or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Interactive Data Electronic Applications system. All references to an Offering Circular shall include all documents and information otherwise deemed to be a part thereof or included therein by the Securities Act or otherwise pursuant to the associated Rules and Regulations. All references in this Agreement to amendments or supplements to the Offering Statement, the Amended Offering Statement, the Base Offering Circular, the Final Offering Circular or the Offering Circular shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

2. Selling Agent.

Section 2.1 Appointment of Selling Agent.

(a) The Company hereby authorizes the Selling Agent to act as its non-exclusive agent to solicit offers on a best efforts basis for the purchase of all or part of the Securities from the Company in connection with the proposed Offering of the Securities. Until the Closing Date (as defined in Section 2.3 hereof) or earlier upon termination of this Agreement pursuant to Section 8.2, the Company shall not, without the prior written consent of the Selling Agent, solicit or accept offers to purchase the Securities otherwise than through the Selling Agent.

(b) The Company hereby acknowledges that the Selling Agent has agreed, as agent of the Company, to use its reasonable and best efforts to solicit offers to purchase the Securities from the Company on the terms and subject to the conditions set forth in the Prospectus (as defined below). The Selling Agent shall use reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Securities has been solicited by the Selling Agent and accepted by the Company, but the Selling Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Selling Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the Securities, the Selling Agent shall act solely as the Company’s agent and not as principal.

(c) Subject to the provisions of this Section 2, offers for the purchase of the Securities may be solicited by the Selling Agent as agent for the Company at such times and in such amounts as the Selling Agent deems advisable. The Selling Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Selling Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement.

Section 2.2 Share Payment and Compensation.

(a) The Securities are being sold to the Purchasers at the following initial public offering price: $6.00 per Share. The purchases of Securities by the Purchasers shall be evidenced by the execution of Subscription Agreements by each of the Purchasers and the Company.

2

(b) As compensation for services rendered, on the Closing Date (as defined in Section 2.3 hereof), the Company shall pay to the Selling Agent by wire transfer of immediately available funds to an account or accounts designated by the Selling Agent, a cash fee (the “Cash Fee”) in an aggregate amount equal to:

(i) eight percent (8%) of the gross proceeds received by the Company from the sale of the Securities on such Closing Date(s) on subscriptions raised by the Selling Agent on its platform (whether by the Selling Agent or additional Selling Agents as described below). The Selling Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection with the Offering, the fees of which shall be paid out of the Selling Fee. The Selling Fee shall be contingent upon the successful completion and closing of the Offering.

(ii) for its services as executing broker on subscriptions raised by the Company on its CrowdPay platform, two percent (2%) of the gross proceeds received by the Company from the sale of its Securities on such Closing Date(s) on the Company’s CrowdPay platform.

(c) No Securities which the Company has agreed to sell pursuant to this Agreement and the Subscription Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Selling Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the Company in accordance with the procedures set forth in this Agreement.

(d) The Company agrees that the Selling Agent and Selling Agent’s affiliates shall have a right, but not an obligation, to purchase shares of Common Stock for their own account, and that any such purchase shall not constitute a conflict of interest for purposes of the Selling Agent’s engagement.

2.3 Delivery and Payment. The Securities shall be delivered to such persons, through the facilities of DTC or by delivery of a certificate, as indicated in the Subscription Agreement. Prior to the completion of the purchase and sale of the Securities pursuant to this Agreement and any subscription agreements, each such Purchaser shall deliver by wire transfer of immediately available funds, to an account designated in writing by the Company, an amount equal to the product of (x) the number of Securities such Purchaser has agreed to purchase and (y) the purchase price per Share as set forth in the Subscription Agreements (the “Purchase Price”). On the Closing Date, upon satisfaction or waiver of all of the conditions to Closing, the Company shall cause the Securities to be delivered to the Purchasers through the facilities of DTC or by irrevocably instructing the Transfer Agent (as defined below) to issue certificates representing such Securities. Such date of delivery is hereinafter referred to as the “Closing Date”.

3. Representations and Warranties of the Company. The Company represents and warrants, as of the date hereof and as of the Closing Date (as defined below), to the following:

3.1 Filing of Offering Statement.

3.1.1 Form 1-A. The Company has filed a Form 1-A (File No. 024-10657) under the Securities Act and the Rules and Regulations of the Commission thereunder, and such amendments to such Offering Statement (including post-effective amendments) as may have been required to the date of this Agreement and a preliminary offering circular supplement pursuant to Regulation A under the Securities Act. Such Offering Statement, as amended (including any post-effective amendments), has been declared effective by the Commission. All of the Securities have been registered under the Securities Act pursuant to the Offering Statement or, if any Amended Offering Statement is filed, will be duly registered under the Securities Act with the filing of such Amended Offering Statement. The Offering Statement has been declared effective by the Commission, except for any Amended Offering Statement, which will be effective upon filing.

3

3.1.2 No Registration under the Exchange Act and Any Stock Exchange Listing. While the Company intends to register its Common Stock (the “Securities”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such qualification is not expected to be pursued by the Company until its Offering is successful, or nearly so.

3.2 No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending the use of any Offering Circular or the Offering Statement or has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.

3.3 Disclosures in Offering Statement.

3.3.1 10b-5 Representation. At the time of effectiveness of the Offering Statement (or at the effective time of any post-effective amendment to the Offering Statement) and at all times subsequent thereto up to the Closing Date, the Offering Statement and the Offering Circular contained or will contain all material statements that are required to be stated therein in accordance with Securities Exchange Act of 1934 (the “Act”) and the Regulations, and did or will, in all material respects, conform to the requirements of the Act and the Regulations. On the Effective Date, the Offering Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Closing Date, the Offering Circular (together with any supplement thereto) did not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, the Offering Circular did not include 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. The representations and warranties made in this Section 3.3.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Selling Agent(s) by the Selling Agent(s) expressly for use in the Offering Statement or Offering Circular or any amendment thereof or supplement thereto, which information, it is agreed, shall consist solely of (i) the names of the Selling Agents appearing under “Plan of Distribution” and (ii) information under “Electronic Offer, Sale and Distribution of Common Stock” (“Selling Agent Information”).

3.3.2 Disclosure of Agreements. The agreements and documents described in the Offering Statement and the Offering Circular conform to the descriptions thereof contained therein and there are no agreements or other documents required to be described in the Offering Statement or the Offering Circular or to be filed with the Commission as exhibits to the Offering Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which its property or business is or may be bound or affected and (i) that is referred to in the Offering Statement or attached as an exhibit thereto, or (ii) is material to the Company’s business, has been duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought, and none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in material breach or default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a material breach or default thereunder. To the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a material violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

3.3.3 Regulations. The disclosures in the Offering Statement and the Offering Circular concerning the effects of Federal, state and local regulation on the Company’s business as currently contemplated fairly summarize, to the Company’s knowledge, such effects and do not omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

4

3.3.4 Issuer Free Writing Offering Circulars. The Company has not made any offer relating to the Securities that would constitute an “issuer free writing offering circular “ (as defined in Rule 433 of the Regulations) or that would otherwise constitute a “free writing offering circular,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under the Regulations.

3.3.5 Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Offering Statement and the Offering Circular has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

3.4 Changes after Dates in Offering Statement.

3.4.1 No Material Adverse Change. Since the respective dates as of which information is given in the Offering Statement and the Offering Circular, except as otherwise specifically stated therein: (i) there has been no material adverse change in the condition, financial or otherwise, of the Company (a “Material Adverse Effect”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) no member of the Company’s board of directors or management has resigned from any position with the Company; and (iv) no event or occurrence has taken place which materially impairs, or would likely materially impair, with the passage of time, the ability of the members of the Company’s board of directors or management to act in their capacities with the Company as described in the Offering Statement and the Offering Circular .

3.4.2 Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, and except as may otherwise be indicated or contemplated herein or therein, the Company has not: (i) issued any securities (other than shares of Common Stock that may be issued upon conversion of the Company’s outstanding indebtedness) or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

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3.5 Independent Accountants. To the knowledge of the Company, Ankit Consulting Services (“Ankit”), whose report is filed with the Commission as part of the Offering Statement and the Offering Circular, are independent registered public accountants as required by the Act and the Regulations. To the knowledge of the Company, Ankit is registered with and in good standing with the PCAOB. Except for the preparation of federal tax returns, Ankit has not, during the periods covered by the financial statements included in the Offering Statement and the Offering Circular, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.

3.6 Financial Statements, Statistical Data.

3.6.1 Financial Statements. Excluding any pro forma information and the notes and assumptions thereto, the financial statements, including the notes thereto and supporting schedules, if any, included in the Offering Statement and the Offering Circular fairly present in all material respects the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved. The Offering Statement and the Offering Circular disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Offering Statement and the Offering Circular , (a) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, except as disclosed in Section 3.4.2; (c) there has not been any change in the capital stock of the Company or any material additional grants under any stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

3.6.2 Statistical Data. The statistical, industry-related and market-related data included in the Offering Statement and the Offering Circular are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.

3.7 Authorized Capital; Options, etc. The Company had at the date or dates indicated in each of the Offering Statement and the Offering Circular, as the case may be, duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions stated in the Offering Statement and the Offering Circular, the Company will have on the Closing Date the adjusted stock capitalization set forth therein. Other than as disclosed in the Offering Statement and the Offering Circular on the Effective Date and the Closing Date, there will be no material increase in the options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock of the Company or any security convertible into Common Stock of the Company, or any contracts or commitments to issue or sell Common Stock or any such options, warrants, rights or convertible securities.

 

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3.8 Valid Issuance of Securities, etc.

3.8.1 Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized and validly issued and, with respect to all issued and outstanding shares of capital stock of the Company, are fully paid and non-assessable; to the Company’s knowledge, the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the outstanding securities were at all relevant times either registered under the Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers of such securities as an offering made under Tier 2 of Regulation A, exempt from such Blue Sky registration requirements.

3.8.2 Securities Sold Pursuant to this Agreement. The Securities have been duly authorized and reserved for issuance and when issued and paid for in accordance with this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Offering Statement and the Offering Circular, as the case may be.

3.8.3 No Integration. Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated” pursuant to the Act or the Regulations with the offer and sale of the Securities pursuant to the Registration Statement.

3.9 Registration Rights of Third Parties. Except as set forth in the Offering Statement and the Offering Circular or as to which an offering statement has been filed under the Act, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Act or to include any such securities in an offering statement to be filed by the Company.

3.10 Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered by the Company and the other parties thereto, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought.

3.11 No Conflicts, etc. The execution, delivery, and performance by the Company of this Agreement, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate of Incorporation (as the same may be amended from time to time, the “Certificate of Incorporation”); or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or body or court, domestic or foreign, having jurisdiction over the Company or any of its properties or business constituted as of the date hereof.

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3.12 No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not in material violation of any term or provision of its Certificate of Incorporation, or in material violation of any franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or body or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses.

3.13 Corporate Power; Licenses; Consents.

3.13.1 Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement and the Prospectus (the “Authorization”), except where the absence of the Authorization would not have a Material Adverse Effect. To the knowledge of the Company, the disclosures in the Registration Statement and the Prospectus concerning the effects of foreign, federal, state and local regulation on this Offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.13.2 Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance, sale and delivery of the Securities and the consummation of the transactions and agreements contemplated by this Agreement except with respect to applicable federal and state securities laws and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

3.14 D&O Questionnaires. To the knowledge of the Company, all information contained in the questionnaires (the “Questionnaires”) completed by each of the Company’s directors and officers and 5% and greater shareholders (the “Insiders”) is true and correct in all material respects, and the Company has not become aware of any information which would cause the information disclosed in the Questionnaires completed by each Insider to become inaccurate and incorrect. To the extent that information in the Registration Statement and the Prospectus differs from the information provided in a Questionnaire, the information in the Registration Statement and the Prospectus will be deemed to supersede and replace the information in the Questionnaires.

3.15 Litigation; Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any Insider which has not been disclosed in the Registration Statement and the Prospectus. There is no proceeding, inquiry or investigation, other than the listing application of the Company, pending, or, to the Company’s knowledge, threatened against or involving the Company or, to the Company’s knowledge, any Insider.

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3.16 Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify would not have a Material Adverse Effect on the assets, business or operations of the Company.

3.17 Transactions Affecting Disclosure to FINRA.

3.17.1 Finder’s Fees. Except as described in the Offering Statement and the Offering Circular , there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any of its stockholders that may affect the Selling Agents’ compensation, as determined by FINRA.

3.17.2 Payments Within 180 Days. Except as described in the Offering Statement and the Offering Circular and the Prospectus and except for payments to the Selling Agent(s) for the Company’s offering registered on Form 1-A ,the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any FINRA member; or (iii) to the knowledge of the Company, to any person or entity that has any direct or indirect affiliation or association with any FINRA member, within the 180-day period prior to the initial filing of the Registration Statement, other then, in each case, payments to the Selling Agent(s). Except as described in the Offering Statement and the Offering Circular, no officer, director, or beneficial owner of 5% or more of any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a member, a person associated, or affiliated with a member of FINRA. For purposes of the meaning of “beneficial owner” as used in this Section, the definition of Rule 13d-3, promulgated by the SEC under the Exchange Act shall apply.

3.17.3 Company Affiliate Membership. Except as described in the Offering Statement and the Offering Circular, to the knowledge of the Company, no Company Affiliate is an owner (of record or beneficially) of stock or other securities of any member of the FINRA (other than securities purchased on the open market).

3.17.4 Subordinated Loans. Except as described in the Offering Statement and the Offering Circular, to the knowledge of the Company, no Company Affiliate has made a subordinated loan to any member of the FINRA.

3.17.5 Use of Proceeds. Except as described in the Offering Statement and the Offering Circular, no proceeds from the sale of the Securities will be paid to any FINRA member or to any persons associated or affiliated with a member of FINRA, except as specifically authorized herein.

3.17.6 No other Options, etc. The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential Selling Agent in the Offering or a related person (as defined by FINRA rules) of such a Selling Agent within the 180-day period prior to the date of the Prospectus, other than such issuances to the Selling Agent(s) and issuances in connection with the Company’s offering registered on Form 1-A.

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3.17.7 FINRA Relationship. Except as described in the Offering Statement and the Offering Circular, to the knowledge of the Company, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of FINRA, other than such issuances to the Selling Agent(s).

3.17.8 FINRA Conflicts. Except as described in the Offering Statement and the Offering Circular, no FINRA member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the FINRA and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the FINRA.

3.17.9 Other Arrangements. Except as described in the Offering Statement and the Offering Circular, and except with respect to the Selling Agent(s) in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180- day period prior to the initial filing date of the Offering Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer of any warrants, options, or other securities from the Company to a FINRA member or, the knowledge of the Company, any person associated with a member (as defined by FINRA rules), any potential Selling Agent(s) in the Offering and any related persons, other than such arrangements with the Selling Agent(s).

3.18 Foreign Corrupt Practices Act. Neither the Company, nor to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company, is aware of or has taken any action directly or indirectly, that would result in a material violation by such persons of the FCPA (as defined below), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company has conducted its business in compliance in all material respects with the FCPA and instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance in all material respects therewith. “FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

3.19 Money Laundering Laws. Neither the Company nor to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or regulation relating to the “know your customer” and anti-money laundering laws of any United States or non-United States jurisdiction (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any governmental agency or body involving the Company with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.

3.20 OFAC. Neither the Company nor to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is currently the target of or reasonably likely to become the target of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently the target of any U.S. sanctions administered by OFAC.

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3.21 Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you shall be deemed a representation and warranty by the Company to the Selling Agent(s) as to the matters covered thereby.

3.22 Lock-Up Period. At the Closing Date, each of the Company’s officers and directors and each beneficial owner of the Company’s outstanding Common Stock (or securities convertible into Common Stock at any time) listed on Schedule A (together the “Lock-Up Parties”) will have agreed pursuant to executed Lock-Up Agreements (in the form of Exhibit B) that for a period of one hundred and eighty (180) days from the date of this Agreement (the “Lock-Up Period”) which may be extended under certain circumstances as set forth in the Lock-Up Agreement, such persons and their affiliated parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, without the consent of the Selling Agent, except for the exercise or conversion of currently outstanding warrants, options and convertible debentures, as applicable and the exercise of options under an acceptable stock incentive plan. The Selling Agent may consent to an early release from the applicable Lock-Up Period. The Company will cause each of the Lock-Up Parties to deliver to the Selling Agent the agreements of each of the Lock-Up Parties to the foregoing effect prior to the Closing Date.

3.23 Subsidiaries. Except as described in the Offering Statement and the Offering Circular, the Company does not have any significant direct or indirect subsidiary.

3.24 Related Party Transactions. There is no relationship, direct or indirect, exists between or among any of the Company or any Company Affiliate, on the one hand, and any director, officer, shareholder, customer or supplier of the Company or any Company Affiliate, on the other hand, which is required by the Act, the Exchange Act or the Regulations to be described in the Offering Statement and the Offering Circular that is not so described and described as required. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business), credit arrangements, or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members.

3.25 Board of Directors. The Board of Directors of the Company is comprised of the persons set forth in the Offering Circular. The qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder applicable to the Company and the rules of NASDAQ. The lone initial member of the Board of Directors of the Company qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and the rules of NASDAQ.

3.26 Sarbanes-Oxley Compliance.

3.26.1 Disclosure Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 of the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other public disclosure documents.

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3.26.2 Compliance. The Company is, or on the Effective Date will be, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefore) with all the provisions of the Sarbanes-Oxley Act of 2002.

3.27 No Investment Company Status. The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the proceeds thereof, will not be, an “investment company” as defined in the Investment Company Act of 1940, as amended.

3.28 No Labor Disputes. No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent.

3.29 Employment Laws Compliance. The Company has not violated, or received notice of any violation with respect to, any law, rule, regulation, order, decree or judgment applicable to it and its business, including those relating to transactions with affiliates, environmental, safety or similar laws, federal or state laws relating to discrimination in the hiring, promotion or pay of employees, federal or state wages and hours law, the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder, except for those violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.30 Intellectual Property. Except as described in the Registration Statement and the Prospectus, none of the Intellectual Property (defined below) necessary for the conduct of the business of the Company as currently carried on and as contemplated by the Company, as described in the Registration Statement and the Prospectus, are in dispute or are in any conflict with the rights of any other person or entity. The Company (i) owns or has the right to use, free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions or equities of any kind whatsoever, all of its Intellectual Property and the licenses and rights with respect to the foregoing, used in the conduct of the business of the Company as currently carried on and contemplated by the Company, as described in the Registration Statement and the Prospectus, without infringing upon or otherwise acting adversely to the right or claimed right of any person, corporation or other entity under or with respect to any of the foregoing, and (ii) except as provided in the material license agreements filed as exhibits to the Registration Statement, is not obligated or under any liability whatsoever to make any payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property with respect to the use thereof or in connection therewith for the conduct of its business or otherwise. For the purposes of this Section and this Agreement, the term “Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, diagrams, specifications, customer and supplier lists, catalogs, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation) (whether purchased or internally developed), (g) all information systems and management procedures, (h) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

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3.31 Trade Secrets, etc. The Company owns or has the right to use all trade secrets, know-how (including all other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), inventions, designs, processes, works of authorship, computer programs and technical data and information that are material to the development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company, free and clear of and without violating any right, lien, or claim of others, including without limitation, former employers of its employees.

3.32 Taxes. The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Offering Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Selling Agents, (i) no issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested from the Company. The term “taxes” mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to be filed in respect to taxes.

4. Covenants of the Company. The Company covenants and agrees as follows:

4.1 Amendments to Registration Statement. The Company will deliver to the Selling Agent(s), prior to filing, any amendment or supplement to the Offering Statement and the Offering Circular proposed to be filed after the Effective Date and not file any such amendment or supplement to which the Selling Agent shall reasonably object in writing.

4.2 Federal Securities Laws.

4.2.1 Compliance. During the time when an Offering Circular is required to be delivered under the Act, the Company will use its reasonable efforts to comply with all requirements imposed upon it by the Securities Act, the Regulations and the Exchange Act and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and the Offering Circular. If at any time when an Offering Circular relating to the Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Selling Agent’s counsel, the Offering Circular, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Offering Circular to comply with the Act, the Company will notify the Selling Agent promptly and prepare and file with the Commission, subject to Section 4.1 hereof, an appropriate amendment or supplement in accordance with Regulation A. .

4.2.2 Filing of Final Offering Circular. The Company will file the Offering Circular (in form and substance satisfactory to the Selling Agent(s)) with the Commission pursuant to the requirements of Regulation A.

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4.2.3 Exchange Act Registration. For a period of five (5) years from the final Closing on the Offering, the Company will use its commercially reasonable efforts to obtain and maintain, at a minimum, alternative reporting status or registration of the Common Stock under the Exchange Act.

4.2.4 Sarbanes-Oxley Compliance. The Company shall take all actions necessary to maintain material compliance with each applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder and related or similar rules and regulations promulgated by any other governmental or self-regulatory entity or agency with jurisdiction over the Company, including maintenance of a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.2.5 Issuer Free Writing Offering Circulars. The Company agrees that it will not make any offer relating to the Securities that would constitute an issuer free writing offering circular that would otherwise constitute a “free writing offering circular,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Regulation A.

4.3 Delivery to the Selling Agent(s) of Offering Circulars. The Company will deliver to the Selling Agent(s), without charge, from time to time during the period when the Offering Circular is required to be delivered under the Act or the Exchange Act such number of copies of each Offering Circular as the Selling Agent(s) may reasonably request and, as soon as the Offering Statement or any amendment or supplement thereto becomes effective, deliver to the Selling Agent two original executed Offering Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts.

4.4 Effectiveness and Events Requiring Notice to the Selling Agent. The Company will use its reasonable commercial efforts to cause the Offering Statement to remain effective with a current offering circular through the Closing Date and will promptly notify the Selling Agent and confirm the notice in writing: (i) of the effectiveness of any amendment to the Offering Statement; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Offering Statement and the Offering Circular ; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in this Section 4.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Offering Statement and the Offering Circular untrue or that requires the making of any changes in the Offering Statement and the Offering Circular in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

 

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4.5 Reports to the Selling Agent.

4.5.1 Periodic Reports, etc. For a period of five (5) years from final closing of the Offering, the Company will furnish to the Selling Agent copies of such financial statements and other periodic, alternative and special reports as the Company from time to time furnishes generally to holders of any class of its securities and also promptly furnish to the Selling Agent: (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of each Form 8-K prepared and filed by the Company; (iii) a copy of each registration statement filed by the Company under the Act; and (iv) such additional documents and information with respect to the Company and the affairs of any future Subsidiaries of the Company as the Selling Agent may from time to time reasonably request. Documents filed with the Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Selling Agent pursuant to this Section 4.5.1.

4.5.2 Transfer Agent. For a period of five (5) years from the Effective Date, the Company shall retain a transfer and registrar agent reasonably acceptable to the Selling Agent (the “Transfer Agent”).

4.5.3 Due Diligence. The Company shall cooperate with the Selling Agent and furnish to, or cause to be furnished to, Selling Agent any and all information as the Selling Agent deems appropriate and shall make Company management reasonably available to Selling Agent to enable Selling Agent to conduct a due diligence review.

4.6 Payment of General Expenses Related to the Offering.

4.6.1 Accountable Expenses.

(a) The Company hereby agrees to pay on each of the Closing Date, to the extent not paid at the Closing Date, all expenses typically borne by issuers relating to the offering, including the costs of preparing, printing, mailing and delivering the registration statement, the preliminary and final offering circular contained therein and amendments thereto, post-effective amendments and supplements thereto and related documents (all in such quantities as the Selling Agent may reasonably require); preparing and printing stock certificates; the costs of any “due diligence” meetings typically borne by issuers; all reasonable and documented fees and expenses for conducting a net road show presentation typically borne by issuers; all filing fees (including SEC filing fees) and communication expenses relating to the registration of the shares offered hereby; the reasonable fees and expenses of preparing of bound volumes in such quantities as the Selling Agent may reasonably request; transfer taxes, if any, payable upon the transfer of securities from us to the Selling Agent(s); and the fees and expenses of the transfer agent, clearing firm and registrar for the shares; and FINRA filing fees .

(b) Regardless of whether the Offering is consummated, the Company also agrees to reimburse the Selling Agent for up to $25,000 of the Selling Agent’s outside counsel fees and expenses and for all other reasonable and documented out-of-pocket expenses; subject to any limitation imposed by FINRA rules, regulations or interpretations

4.7 Application of Net Proceeds. The section of the Offering Circular, “Use of Proceeds,” will indicate the intended uses of the net proceeds from the Offering. The Company will apply the net proceeds from the Offering received by it in a manner consistent with the application described under the caption “Use of Proceeds” in the Prospectus.

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4.8 Delivery of Earnings Statements to Security Holders. The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the sixteenth full calendar month following the final closing on the Offering, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) of the Regulations) covering a period of at least twelve consecutive months beginning after such final closing.

4.9 Stabilization. Neither the Company, nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Selling Agent) has taken or will take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

4.10 Accountants. The Company shall retain a nationally recognized independent certified public accounting firm after the Effective Date. The Selling Agent acknowledges that Ankit is acceptable to the Selling Agent.

4.11 Director and Officer Insurance. As of the Closing Date, the Company will have obtained director and officer insurance in an aggregate coverage amount of not less than $5,000,000, to be effective as of the Closing Date, under a form of insurance policy that is reasonably acceptable to the Selling Agent.

4.12 FINRA. The Company shall advise the Selling Agent (who shall make an appropriate filing with FINRA) if it becomes aware that any 5% or greater stockholder of the Company becomes an affiliate or associated person of a FINRA member participating in the distribution of the Securities.

4.13 Electronic Offering Circular. The Company shall cause to be prepared and delivered to the Selling Agent, at the Company’s expense, promptly, but in no event later than one (1) Business Day from the effective date of this Agreement, an Electronic Offering Circular to be used by the Selling Agent(s) in connection with the Offering. As used herein, the term “Electronic Offering Circular” means a form of offering circular, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Selling Agent, that may be transmitted electronically by any other Selling Agents to offerees and purchasers of the Securities for at least the period during which an offering circular relating to the Securities is required to be delivered under the Act; (ii) it shall disclose the same information as the paper offering circular and offering circular filed pursuant to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Selling Agent, that will allow recipients thereof to store and have continuously ready access to the offering circular at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Offering Circular filed pursuant to EDGAR or otherwise with the Commission and in the Offering Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when an offering circular relating to the Securities is required to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Offering Circular.

5. Conditions of Selling Agent’ Obligations. The time and date of closing and delivery of the documents required to be delivered to the Selling Agent on the Closing Date shall be at to the offices of [_____________]. The several obligations of the Selling Agents, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and, as of each of the Closing Date; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations hereunder, and (iv) the following conditions:

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5.1 Regulatory Matters.

5.1.1 Effectiveness of Offering Statement The Offering Statement shall be effective on the date of this Agreement, and, at each of the Closing Date, no stop order suspending the effectiveness of the Offering Statement shall have been issued and no proceedings for that purpose shall have been instituted or shall be pending or contemplated by the Commission and any request on the part of the Commission for additional information shall have been complied with.

5.1.2 FINRA Clearance. By the Effective Date, the Selling Agent shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Selling Agent as described in the Offering Statement.

5.1.3 Exchange Stock Market Clearance. On the Closing Date, to the extent a notice filing is required under the listing rules, an applicable trading market shall have notified the Company that it has completed its review of the Offering of the Securities.

5.2 Company Counsel Matters. Reliance. In rendering any opinion, counsel may rely: (i) as to matters involving the application of laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Selling Agent) of other counsel reasonably acceptable to the Selling Agent, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdiction having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such statements or certificates shall be delivered to Selling Agent’s counsel if requested. Any opinion of Securities Counselors, Inc. shall include a statement to the effect that it may be relied upon by Selling Agent’s counsel in its opinion delivered to the Selling Agent.

5.2 Company Certificates.

5.2.1 Officers’ Certificate. At the Closing Date, the Selling Agent shall have received a certificate of the Company signed by the Chairman of the Board and Chief Executive Officer of the Company, dated the Closing Date, to the effect that the Company has performed all covenants and complied with all conditions required by this Agreement to be performed or complied with by the Company prior to and as of the Closing Date, and that the conditions set forth in Section 5.4 hereof have been satisfied as of such date and that, as of the Closing Date, the representations and warranties of the Company set forth in Section 3 hereof are true and correct. In addition, the Selling Agent will have received such other and further certificates of officers of the Company as the Selling Agent may reasonably request.

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5.2.2 Secretary’s Certificate. At each of the Closing Date, the Selling Agent shall have received a certificate of the Company signed by the Secretary or Assistant Secretary of the Company, dated the Closing Date, certifying: (i) that the Certificate of Incorporation are true and complete, have not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering contemplated by this Agreement are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

5.3 No Material Changes. Prior to and on the Closing Date: (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or, to the knowledge of the Company, threatened against the Company or any Insider before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations or financial condition or income of the Company, except as set forth in the Offering Statement and the Offering Circular ; (iii) no stop order shall have been issued under the Act and no proceedings therefore shall have been initiated or threatened by the Commission; and (iv) the Offering Statement and the Offering Circular and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and the Offering Statement and the Offering Circular and any amendment or supplement thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of the Offering Circular , in light of the circumstances under which they were made) not misleading.

5.4 Delivery of Agreements. On or prior to the Effective Date, the Company shall have delivered to the Selling Agent an executed copy of this Agreement and, on or prior to the Closing Date, the Company shall have delivered to the Selling Agent executed copies of the Lock-Up Agreement(s).

6. Indemnification.

6.1 Indemnification by the Company.

6.1.1 General. Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless the Selling Agent and each dealer selected by the Selling Agent that participates in the offer and sale of the Securities and each of their respective directors, officers and employees and each person, if any, who controls within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each “Indemnified Person”), such Indemnified Person and the dealer, and the successors and assigns of all of the foregoing persons, against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between such Indemnified Person and the Company or between such Indemnified Person and any third party or otherwise) to which they or any of them may become subject under the Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in (i) the Offering Statement and the Offering Circular (as from time to time each may be amended and supplemented); (ii) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering of the Securities, including any “road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application or other document or written communication (in this Section 6, collectively called “application”) executed by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, NASDAQ or any securities exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon and in strict conformity with “Indemnified Persons’ Information” (as described in Section 3.3.1) furnished to the Company by the Selling Agent(s). The Company agrees promptly to notify the Indemnified Persons of the commencement of any litigation or proceedings against the Company or any of its officers, directors or Controlling Persons in connection with the issue and sale of the Securities or in connection with the Offering Statement and the Offering Circular.

 

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6.1.2 Procedure. If any action is brought against an Indemnified Person or a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 6.1.1 or 6.1.2, such Indemnified Person shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Indemnified Person) and payment of actual expenses. Any delay in notice will not relieve the Company of any liability to an indemnified party, except to the extent that the Company demonstrates that the delay prejudiced the defense of the action. Any indemnified person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel which are incurred after the Company assumes the defense of the action shall be at the expense of such Indemnified Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company fails to assume the defense or to employ counsel to have charge of the defense of such action within a reasonable time after notice of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys (in addition to local counsel) selected by such Indemnified Person in their sole discretion shall be borne by the Company and paid as incurred or, at the option of the indemnified party, advanced pursuant to Section 6.1.6.

Settlement. The Company will not effect any settlement of a proceeding in respect of which indemnification may be sought hereunder (whether or not any indemnified person is a party therein) unless the Company has given an Indemnified Person reasonable prior written notice thereof and such settlement, compromise, consent or termination includes an unconditional release of each indemnified party from any liabilities arising out of such proceeding. The Company will not permit any such settlement, compromise, consent or termination to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party, without that party’s prior written consent. Notwithstanding anything to the contrary contained herein, if an Indemnified Person shall conduct the defense of an action as provided in Section 6.1.3, the Company shall have the right to approve the terms of any settlement of such action, which approval shall not be unreasonably withheld, except that if the Company is required to and nonetheless fails to reimburse or advance the expenses of such defense, then the Company shall be bound by any determination made in the action or by any compromise or settlement made by the indemnified party without the Company’s written consent, subject to the requirements of Section 6.1.5.

6.1.3 Settlement without Consent if Failure to Reimburse or Advance. If at any time an Indemnified Person shall have requested the Company to reimburse or advance to the indemnified party its fees and expenses, including those of counsel, the Company agrees that it shall be liable for any settlement of the nature contemplated by Section 6.1.4 effected without its written consent if (i) such [Goofy line alignment] settlement is entered into more than 60 days after receipt by the Company of the aforesaid request, (ii) the Company shall have received notice of the terms of such settlement at least 45 days prior to such settlement being entered into, and (iii) the Company shall not have reimbursed or advanced to such Indemnified Person in accordance with such request prior to the date of such settlement, unless such failure to reimburse or advance to such Indemnified Person is based on a dispute with a good faith basis as to either the obligation of the Company arising under this Section 6 to indemnify such Indemnified Person or the amount of such obligation, and the Company shall have notified such Indemnified Person of such good faith dispute prior to the date of such settlement.

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6.1.4 Advances. Notwithstanding any other provision hereof, the Company shall advance, to the extent not prohibited by law, all expenses reasonably anticipated to be incurred by or on behalf of an Indemnified Person in connection with any proceeding, whether pending or threatened, within fifteen (15) days of receipt of a statement or statements from such indemnified parties, or any of them, requesting such advances from time to time. This advancement obligation shall include any retainers of counsel engaged by indemnified parties. Any statement requesting advances shall evidence the expenses anticipated or incurred by the indemnified party with reasonable particularity and may include only those expenses reasonably expected to be incurred within the 90-day period following each statement. In the event some portion of the amounts advanced are unused, or in the event a court of ultimate jurisdiction determines that the indemnified parties are not entitled to be indemnified against certain expenses, the recipient shall return the unused or disallowed portion of any advances within thirty (30) days of the final disposition of any proceeding to which such advances pertain.

6.2 Indemnification of the Company. Each Selling Agent, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the Selling Agent(s), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Offering Circular, the Offering Statement and the Offering Circular or any amendment or supplement thereto or in any application, made in reliance upon and in strict conformity with the “Selling Agent Information” furnished by the Selling Agent(s) to the Company expressly for use in such Preliminary Offering Circular, the Offering Statement and the Offering Circular or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Offering Circular, the Offering Statement and the Offering Circular or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against a Selling Agent, such Selling Agent shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to such Selling Agent, by the provisions of Section 6.1.3.

6.3 Contribution.

6.3.1 Contribution Rights. In order to provide for just and equitable contribution under the Act in any case in which (i) any person entitled to indemnification under this Section 6 makes claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 6 provides for indemnification in such case, or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 6 but is unavailable, then, and in each such case, the Company and the Selling Agent(s) shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Selling Agent(s), as incurred, in such proportions that the Selling Agent(s) are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Offering Circular bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 6.3.1, no Selling Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Selling Agent has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of the Selling Agents or the Company, as applicable, and each person, if any, who controls the Selling Agent or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Selling Agent(s) or the Company, as applicable.

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6.3.2 Contribution Procedure. Within fifteen days after receipt by any party to this Agreement (or its representative) of notice of the commencement of any action, suit or proceeding, such party will, if a claim for contribution in respect thereof is to be made against another party (“contributing party”), notify the contributing party of the commencement thereof, but the failure to so notify the contributing party will not relieve it from any liability which it may have to any other party other than for contribution hereunder. In case any such action, suit or proceeding is brought against any party, and such party notifies a contributing party or its representative of the commencement thereof within the aforesaid fifteen days, the contributing party will be entitled to participate therein with the notifying party and any other contributing party similarly notified. Any such contributing party shall not be liable to any party seeking contribution on account of any settlement of any claim, action or proceeding affected by such party seeking contribution without the written consent of such contributing party. The contribution provisions contained in this Section 6.3.2 are intended to supersede, to the extent permitted by law, any right to contribution under the Act, the Exchange Act or otherwise available.

7. Additional Covenants.

7.1 Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board, if applicable, comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the listing requirements of NASDAQ or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

7.1.1 Offerings with 120 Days. The Company, on behalf of itself and any successor entity, has agreed that, without the prior written consent of the Selling Agent, it will not, for a period ending 120 days after the Effective Date, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of its capital stock or any securities convertible into or exercisable or exchangeable for shares of its capital stock; (ii) file or cause to be filed any registration statement with the SEC relating to the offering by the Company of any shares of its capital stock or any securities convertible into or exercisable or exchangeable for shares of its capital stock or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of its capital stock. The restrictions contained in this Section 7.2 shall not apply to (i) the Securities sold in this offering, (ii) the issuance of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or (iii) the issuance of any option to purchase or shares of the Company’s capital stock under any stock compensation plan of the Company outstanding on the date hereof or otherwise for compensatory purposes. For purposes of this Section 7.2, the Selling Agent acknowledges that disclosure in the Offering Statement filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to such Selling Agent.

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8. Effective Date of this Agreement and Termination Thereof.

8.1 Effective Date. This Agreement shall become effective when the Company and the Selling Agent have executed the same and delivered counterparts of such signatures to the other parties.

8.2 Termination. You shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the NASDAQ Global Market or the NASDAQ Capital Market or NYSE MKT shall have been noticed for or actually suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or a substantial increase in existing major hostilities occurs, or (iv) if a banking moratorium has been declared by a New York State or federal authority or foreign authority which has a substantial disruptive effect on or adversely impacts the United States securities markets, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your reasonable opinion, make it inadvisable to proceed with the delivery of the Securities, or if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Selling Agent shall have become aware after the date hereof of such a Material Adverse Effect on the Company, or such adverse material change in general market conditions as in the Selling Agent’s good faith judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Securities or to enforce contracts made by the Selling Agents for the sale of the Securities.

8.3 Expenses. In the event that this Agreement shall not be carried out for any reason, the Company shall be obligated to pay to the Selling Agent its actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including the actual and accountable reasonable out-of-pocket expenses related to its legal counsel, Selling Agent’s counsel), up to $25,000; provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement 8.4.

8.4 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 6 shall not be in any way effected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

9. Miscellaneous.

9.1 Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed, or by electronic transmission via PDF, and shall be deemed given when so delivered or faxed and confirmed or transmitted or if mailed, two days after such mailing.

If to the Selling Agent: Alexander Capital

17 State Street--5th Floor

New York, NY 10004

Attn: Jonathan Gazdak Fax No.: (212) 687-5649

Copy to (which shall not constitute notice):

Peter DiChiara, Esq.

Carmel, Milazzo & DiChiara LLP

261 Madison Avenue, 9^th Floor

New York, New York 10016

If to the Company:

Kinney L. McGraw

1900 E. Golf Road—Suite 950

Schaumburg, Illinois 60173

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Copy to (which shall not constitute notice):

Randall S. Goulding, Esq.

Securities Counselors, Inc.

1333 Sprucewood

Deerfield, Illinois 60615

9.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

9.3 Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.

9.4 Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all terms and conditions of that certain engagement letter among the Company and Alexander Capital L.P., dated August ___, 2017 , shall remain in full force and effect.

9.5 Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Selling Agent(s), the Company and the directors, officers and Controlling Persons referred to in Section 6 hereof, and their respective successors, legal representatives and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of

this Agreement or any provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such, of securities from the Selling Agent(s).

 

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9.6 Governing Law. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York, without regard to the conflicts of laws principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Selling Agent(s) and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Selling Agent(s) and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Selling Agent(s) mailed by certified mail to the Selling Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Selling Agent(s), in any such suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE OFFERING STATEMENT AND THEOFFERING CIRCULAR.

9.7 Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

9.8 Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non- compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

 

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9.9 No Fiduciary Relationship. The Company hereby acknowledges that the Selling Agent is acting solely as a Selling Agent in connection with the Offering of the Securities. The Company further acknowledges that the Selling Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Selling Agent(s) act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Selling Agent(s) may undertake or have undertaken in furtherance of the Offering of the Securities, either before or after the date hereof. The Selling Agent on its own behalf [and on behalf of the Selling Agents], hereby each expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company, the Selling Agent on its own behalf [and on behalf of the Selling Agents], agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Selling Agents to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Selling Agents with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

9.10 Enforcement of Agreement. The Company acknowledges and agrees that the Selling Agent(s) would be irreparably damaged if any of the Company’s covenants hereunder, including without limitations those set forth in Section 4, is not performed in accordance with its specific terms and that any such breach of covenant could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the Selling Agent(s) may be entitled, at law or in equity, it shall be entitled to enforce any covenant of the Company hereunder by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent a breach or threatened breach by the Company of any such covenant, without posting any bond or other undertaking.

[SIGNATURE PAGE FOLLOWS]

 

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If the foregoing correctly sets forth the understanding among the Selling Agent and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us.

Very truly yours,

MCGRAW CONGLOMERATE CORPORATION

By: ________________________________________

Name: Kinney L. McGraw

Title: CEO

Confirmed as of the date first written above mentioned.

ALEXANDER CAPITAL L.P.

By: ________________________________________

Name: Jonathan Gazdak

Title: Managing Director – Head of Investment Banking

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SCHEDULE A

Lock-Up Party

Ken McGraw

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EXHIBIT A [Under Separate Cover]

Subscription Agreement

28

EXHIBIT B [Under Separate Cover]

Lock-Up Agreement

29

EXHIBIT 1.2

Alexander Capital L.P. As the “Selling Agent”

17 State Street--5th Floor

New York, New York 10004

Ladies and Gentlemen:

The undersigned understands that Alexander Capital L.P. (the “Selling Agent”) proposes to enter into a Selling Agent Agreement (the “Selling Agent Agreement”) with McGraw Conglomerate Corporation, a Delaware corporation (the “Company”), providing for the offering (the “Offering”) of shares of common stock, par value $0.00001, of the Company (the “Shares”).

To induce the Selling Agent to continue its efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of the Selling Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date hereof (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (collectively, the “Lock-Up Securities”), without the consent of the Selling Agent, except for the exercise or conversion of currently outstanding warrants, options and convertible debentures or notes (including any principal or interest incurred during the Lock-Up Period), as applicable, and the exercise of options under a stock incentive plan approved by the board of directors of the Company (but not including any subsequent sales of the securities received upon such exercise or conversion); or (2) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.

Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Selling Agent in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned is or, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned or such business entity, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value and (ii) each transferee shall sign and deliver to the Selling Agent a lock-up agreement substantially in the form of this lock-up agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

This Agreement, and the obligations of the undersigned hereunder, shall take effect as of the initial closing date of the Offering.

The undersigned understands that the Company and the Selling Agent are relying upon this lock-up agreement in proceeding toward consummation of the Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal Selling Agents, successors and assigns.

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Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to a Selling Agent Agreement, the terms of which are subject to negotiation between the Company and the Selling Agent.

Very truly yours,

Kinney L. McGraw

(Name – Please Print)

X /s/ Kinney L. McGraw

(Signature)

N/A

(Name of Signatory, in the case of entities - Please Print)

N/A

(Title of Signatory, in the case of entities - Please Print)

1900 E. Golf Road—Suite 950

Schaumburg, Illinois 60173

Address

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EXHIBIT 4

MCGRAW CONGLOMERATE CORPORATION

1900 E. Golf Street--Suite 950

Schaumburg, Illinois 60173

Shares of Common Stock

Subject to the terms and conditions of the shares of common stock (the “Shares”) described in the McGraw Conglomerate Corporation (the “Company”) Offering Circular dated August __, 2017 (the “Offering”), I hereby subscribe to purchase the number of shares of Common Stock set forth below for a purchase price of $6.00 per share. Enclosed with this Subscription Agreement (the “Agreement”) is my check (Online “E-Check” or Traditional Paper Check), ACH or money order made payable to “McGraw Conglomerate Corporation” (the “Company”) evidencing $6.00 for each Share subscribed, subject to a minimum of 200 shares of common stock ($1,200.00).

I understand that my subscription is conditioned upon acceptance by the Company and subject to additional conditions described in the Offering Circular, including a $499,998 Minimum Offering (and associated escrow until such minimum is achieved). I further understand that the Company, in its sole discretion, may reject my subscription in whole or in part and may, without notice, allot to me a fewer number of Shares that I have subscribed for. In the event the Offering is terminated, all subscription proceeds will be returned without interest.

I understand that when this Agreement is executed and delivered, it is irrevocable and binding to me. I further understand and agree that my right to purchase Shares offered by the Company may be assigned or transferred to any third party without the express written consent of the Company.

I further certify, under penalties of perjury, that: (1) the taxpayer identification number shown on the signature page of this Offering Circular is my correct identification number; (2) I am not subject to backup withholding under the Internal Revenue Code because (a) I am exempt from backup withholding; (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. citizen or other U.S. person (as defined in the instructions to Form W-9).

SUBSCRIPTION AGREEMENT (the “Agreement”) with the undersigned Purchaser for __________ Shares of the Company with a par value per share of $0.0001, at a purchase price of $6.00 (SIX DOLLARS AND NO CENTS) per share (aggregate purchase price: $____________) (hereafter the “Purchase Price,” $1,200 minimum).

This Agreement is between McGraw Conglomerate Corporation, a Delaware stock corporation (the “Company”), and the Purchaser whose signature appears below on the signature line of this Agreement (the “Purchaser”).

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WI T N E S E T H:

WHEREAS, the Company is offering for sale up to TWO MILLION FIVE HUNDRED THOUSAND (2,500,000) shares of common stock (the “Shares”) (such offering being referred to in this Agreement as the “Offering”).

NOW, THEREFORE, the Company and the Purchaser, in consideration of the mutual covenants contained herein and intending to be legally bound, do hereby agree as follows:

1.	Purchase and Sale. Subject to the terms and conditions hereof, the Company shall sell, and the Purchaser shall purchase, the number of Shares indicated above at the price so indicated.
2.	Method of Subscription. The Purchaser is requested to complete and execute this agreement online or to print, execute and deliver two copies of this Agreement to the Company, at 1900 E. Golf—Suite 950, Schaumburg, Illinois 60173, along with payment to McGraw Conglomerate Corporation in the amount of the Purchase Price of the Shares subscribed (the “Funds”), as outlined below. The Company reserves the right in its sole discretion, to accept or reject, in whole or in part, any and all subscriptions for Shares.
3.	Subscription and Purchase.

	a)	The Offering will begin on the effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
	b)	Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to McGraw Conglomerate Corporation.
	c)	Until the Offering is closed or the Minimum Offering is achieved, payment of the Purchase Price shall be received by the Escrow Bank from the Purchaser and, thereafter, such payment is received by the Company.
	d)	As described in greater detail in the Offering Circular, Esquire Bank will serve as escrow bank (the “Escrow Bank”) until the Offering achieves its stated Minimum Offering and the Escrow Agent instructs the Escrow Bank to release such Funds to the Company. The associated escrow will concurrently terminate when the Offering so “breaks escrow.”
	e)	Upon release of the Funds to the Company by the Escrow Bank, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by Island Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
	f)	If any such subscription is accepted and the Offering achieves the Minimum Offering and therefore “breaks escrow,” the associated Funds are delivered by the Escrow Bank (less associated escrow fees) to the Company, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.

4.	Representations, Warranties and Covenants of the Purchaser. The Purchaser represents, warrants and agrees as follows:

a)

Prior to making the decision to enter into this Agreement and invest in the Shares subscribed, the Purchaser has received the Offering Circular. On the basis of the foregoing, the Purchaser acknowledges that the Purchaser processes sufficient information to understand the merits and risks associated with the investment in the Shares subscribed. The Purchaser acknowledges that the Purchaser has not been given any information or representations concerning the Company or the Offering, other than as set forth in the Offering Statement, and if given or made, such information or representations have not been relied upon by the Purchaser in deciding to invest in the Shares subscribed.

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	b)	The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Shares subscribed and the Purchaser believes that the Purchaser’s prior investment experience and knowledge of investments in low-priced securities (“penny stocks”) enables the Purchaser to make an informal decision with respect to an investment in the Shares subscribed.
	c)	The Shares subscribed are being acquired for the Purchaser’s own account and for the purposes of investment and not with a view to, or for the sale in connection with, the distribution thereof, nor with any present intention of distributing or selling any such Shares.
	d)	The Purchaser’s overall commitment to investments is not disproportionate to his/her net worth, and his/her investment in the Shares subscribed will not cause such overall commitment to become excessive.
	e)	The Purchaser reiterates that he meets the standards set forth in the Offering Circular and, more specifically, the Purchaser has adequate means of providing for his/her current needs and personal contingencies, and has no need for current income or liquidity in his/her investment in the Shares subscribed.
	f)	With respect to the tax aspects of the investment, the Purchaser will rely upon the advice of the Purchaser’s own tax advisors.
	g)	The Purchaser can withstand the loss of the Purchaser’s entire investment without suffering serious financial difficulties.
	h)	The Purchaser is aware that this investment involves a high degree of risk and that it is possible that his/her entire investment will be lost.
	i)	The Purchaser is a resident of the State set forth below the signature of the Purchaser on the last age of this Agreement.
	j)	The Purchaser confirms that he understands that the use of an escrow and the Escrow Bank and Escrow Agent only until the $499,998 Minimum Offering is achieved, at which time the Funds will automatically be retained by the Company per the terms of the Offering Circular,

5.	Notices. All notices, request, consents and other communications required or permitted hereunder shall be in writing and shall be delivered, or mailed first class, postage prepaid, registered or certified mail, return receipt requested:

	a)	If to any holder of any of the Shares, addressed to such holder at the holder’s last address appearing on the books of the Company, or
	b)	If to the Company, addressed to the Company at 1900 E. Golf—Suite 950, Schaumburg, Illinois 60173, or such other address as the Company may specify by written notice to the Purchaser, and such notices or other communications shall for all purposes of this Agreement be treated as being effective on delivery, if delivered personally or, if sent by mail, on the earlier of actual receipt or the third postal business day after the same has been deposited in a regularly maintained receptacle for the deposit of United States’ mail, addressed and postage prepaid as aforesaid.

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6.	Severability. If any provision of this Subscription Agreement is determined to be invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict with such applicable law and shall be deemed modified to conform with such law. Any provision of this Agreement that may be invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provision of this Agreement, and to this extent the provisions of this Agreement shall be severable.
7.	Parties in Interest. This Agreement shall be binding upon and inure to the benefits of and be enforceable against the parties hereto and their respective successors or assigns, provided, however, that the Purchaser may not assign this Agreement or any rights or benefits hereunder.
8.	Choice of Law. This Agreement is made under the laws of Illinois and for all purposes shall be governed by and construed in accordance with the laws of that State, including, without limitation, the validity of this Agreement, the construction of its terms, and the interpretation of the rights and obligations of the parties hereto.
9.	Headings. Sections and paragraph heading used in this Agreement have been inserted for convenience of reference only, do not constitute a part of this Agreement and shall not affect the construction of this Agreement.
10.	Execution in Counterparts. This Agreement may be executed an any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
11.	Survival of Representations and Warranties. The representations and warranties of the Purchaser in and with respect to this Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by or on behalf of any Purchaser, and the sale and purchase of the Shares and payment therefore.
12.	Prevailing Party Entitled to Reasonable Costs and Attorneys’ Fees. In connection with any litigation, mediation, arbitration, special proceeding or other proceeding arising out of this Agreement, the prevailing party shall be entitled to recover its litigation-related costs and reasonable attorneys’ fees through and including any appeals and post-judgment proceedings.
13.	No Incidental, Consequential, Punitive or Special Damages. In no event shall any party be liable for any incidental, consequential, punitive or special damages by reason of its breach of this Agreement. The liability, if any, of the Company and its Managers, Directors, Officers, Employees, Agents, Representatives and Employees to the undersigned under this Agreement for claims, costs, damages and expenses of any nature for which they are or may be legally liable, whether arising in negligence or other tort, contract, or otherwise shall not exceed, in the aggregate the undersigned’s investment amount.
14.	Additional Information. The Purchaser realizes that the Shares are offered hereby pursuant to exemptions from registration provided by Regulation A and the Securities Act of 1933. The Shares may be offered to residents of as many as all 50 states through registered broker-dealer(s)/Selling Agent(s) and any affiliated broker groups to assist in the placement of its securities on a best efforts basis. Depending on the agreement(s) with the respective Selling Agent and affiliated group, the brokerage commissions payable will range from 2% to 8% of the Purchase Price for a given investor

IN WITNESSES WHEREOF, the parties hereto have executed this Subscription Agreement on ______________ ____, 201___.

McGraw Conglomerate Corporation
By:
	Mr. Kinney (Ken) L. McGraw, President and Chief Executive Officer
PURCHASER:
Signature of Purchaser
Name of Purchaser

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EXHIBIT 11

Ankit Consulting Services Inc.

CPAs & Consultants

______________________________________________________________________________

30211 Avenida De Las Banderas, Suite # 200

Rancho Santa Margarita, CA 92688

Phone: 949-683-3034, Facsimile: 949-271-4737

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Registration Statement on Form 1-A is a part, of the report dated May 24, 2017 relative to the financial statements of McGraw Conglomerate Corp as of April 26, 2017 and for the period from October 11, 2016 (inception) to April 26, 2017.

We also consent to the reference to my firm under the caption "Experts" in such Registration

Statement.5.

/s/ Meenu Jain

Ankit Consulting Services, Inc.

Certified Public Accountants

Ankit Consulting Services, Inc.

Certified Public Accountants

Rancho Santa Margarita, CA

August 3, 2017

EXHIBIT 15.2

Thank you for your interest in McGraw Conglomerate Corporation.

Once adequate funding has been achieved, McGraw Conglomerate will be able to make investments in companies that we believe could bring attractive returns to our investors.

McGraw Conglomerate intends to make investments in industries that have shown great potential to create returns for the company and for its investors.

Potential industries of investment include:

- Residential and Commercial Construction

- Oil and Clean Energy

- Entertainment and Fitness

And

- Finance and Insurance Services

My name is Ken McGraw…. CEO of McGraw Conglomerate Corporation

For the past 20 years, I’ve been in the banking and finance industries.

I worked with both small family businesses, and large corporations, to help them expand and become more profitable.

With adequate funding, McGraw Conglomerate will invest in only well established and profitable business operations. Businesses with a track record of success.

Whether its Energy or Entertainment…. Construction or Finance…. McGraw Conglomerate will invest, as a function of moneys we raise in this IPO, in industries that we believe has potential to bring significant returns to our investors.

Thank you for your interest in McGraw Conglomerate Corporation.