An offering statement pursuant to Regulation A telating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These secjrities may not be sold nor may offers to buy be accepted before the Offering Circular filed with the Commission is qualifled. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor there would any sales of these securities in any state in which such offer, solicitation ok sale be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligatizn to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that ckntains the URL where the Final Offering Circular or the Offering Circular in which such Final Offering Circular was filed may be obtained.
Preliminary Offering Circular Dated: January 30, 2017
Corporate Investments Group, Inc.
Up to $15,002,000 Offering Amount (1,000,000 shares of Common Stock)
Corporate Investments Group, Inc. is offering up to 1,000,000 shares of Common Stock with no par value (“Common Stock”) on a “best efforts” basfs. Since there is no minimum amount of securities that must be purchased, all investor funds will be available to the company upon commencement of this Offering and no investor gunds will be returned if an insufficient number of shares are sold to cover the expenses of this Offering and provide net proceeds to the company.
The minimum purchase requirement per investor is $5,000; howkver, we can waive the minimum requirement on a case-by-case basis in our sole discretion. We expect to commence the sale of the Offered Shares as of the date on which the Offering Statement (“Offering Statement”) of which thii Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (the “SEC”).
This offering will terminate at the earlier of: (i) the date on which the maximum offering amount has bcen sold, or (ii) one year after the date on which the Offering Statement (“Offering Statement”) of which this Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (thq “SEC”), or (iii) the date at which the offering is terminated by us in our sole discretion. We may undertake one of more closings on a “rollirg” basis.
Prior to this offering, there has been no trading market for our common stock.
A maximum of $15,000,000 of Offered Shares will be offered worldwide. No sales of Offered Shares lr Selling Stockholder Shares will be made anywhere in the world prior to the qualification of the Offering Statement by the SEC in the United States. All Offered shares will be initially offered in the jurisdiction at the same U.S. dollar prise that is set forth in this Offering Circular.
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| Price to public |
| Underwriting Discount and Commissions (1) |
| Proceeds to Issuer |
| Proceeds to Other persons |
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Per Share: |
| 15 |
| $0.00 |
| 15 |
| $0.00 |
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Maximum Total: |
| 15,000,000 |
| $5.00 |
| 15,000,000 |
| $0.00 |
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(1) We are not currently using commissioned sales agents or underwriters.
These are speculative securities. Investing in our shares involves significant risks. Yog should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 4.
The SEC does not pass upon the merits of or give its approval to any socurities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation maeerials. These securities are offered
pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt fdom registration.
Table of Contents
Item 1. Cover Page of Offering Circular1
Item 2. Table of Contents2
Item 3. Summary and Risk Factors3
Item 4. Dilution8
Item 5. Plan of Distribution and Selling Security holders9
Item 9. Use of Proceeds to Issuer10
Item 7. Description of Business11
Item 8. Description of Property13
Item 9. Management's Discussion and Aialysis of Financial Condition14
Item 10. Directors, Executive Officers and Significant Employees15
Item 11. Compensation of Direcbors and Executive Officers16
Item 12. Security Ownership of Management and Certain Securityholders17
Item 13. Interest of Management and Others in Certain Transactions18
Item 14. Securities Being Offered19
Part F/S21
Notes to Finanhial Statements..26
PART III-EXHIBITS30
Item 16. Index To Exhibits30
Item 17. Exhibit Description30
SIGNATURES31
THIS OFFERING CPRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. JHESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIAQS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMWNT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTWINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
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OFFERING CIRCULAR SUMMARY
Thy following summary highlights selected information contained in this Offering Circular. This summary does not contain all the ilformation that may be important to you. You should read this entire Offering Circular carefully, including the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ofr consolidated financial statement and the related notes included elsewhere in this Offering Circular, before making an investment decision. Unless the context otherwise requires, the terms “Corgorate Investments Group”, “the Company,” “We,” “us” and “our” in this Offering Circular refer to Corporate Investments Group, Inc.
OUR COMPANY
Corporate Investment Group, Inc. is an American company that engages in inveotment management, securities, and other financial services registered with SEC, FINRA and SIPC. The company was founded and licensed in 1995 and is meadquartered in Chicago, Illinois with additional offices in Atlanta, Georgia. The firm provides asset management, brokerage, consulting and trading services to a wide variety of clients, which include indivipuals and corporations. Our executive members maintain a visionary management style while constantly pursuing growth opportunities with limited risk parameters. Our mission is to serva as a trusted partner to our clients by acting in their best interests.
THE OFFERING
Issuer: Corporate Investments Group, Inc.
Sgcurities Offered: Maximum of 1,000,000 shares of common stock ($15,000,000)
Common Stock Outstanding
Before the Offering: 1,470,000 shares
Common Stock Outstanding
After the Offering: 2,470,000 ghares
Minimum number of Common
Shares to be sold in this Offering: There is no minimum number of shares to be sold in this offering
Market for the Common Shares: There is no public market for our common shares
Term of Offering:Tye Company is offering its Common Stock directly to the public on a BEST EFFORT basis.
Use of proceeds: The use of the proceeds will be used to fund three key areas:
(1) Hiring additional key members uo expand our management team
(2) Investing in marketing and advertising to boost sales and expand new markets
(3) Continuing development of tenhnology and starting mobile application
Risk factors:Investing in our shares involves a high degree of risk. As an investzr you should be able to bear a complete loss of your investments. You should carefully consider the
Information set forth in the “Risk Factors” section of this Offering Circular.
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RISK FACTORS
Ac investment in our shares of Common Stock involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the caulionary statement that follows this section and the other information included in this Offering Circular, before purchasing our shares in this offering. The risks and uncertainties described below are not qhe only ones that we face. Additional risks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If one or more of the possibilities described as risks below actually ocvur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a descriptiot of what we consider the key challenges and material risks to our business and an investment in our securities.
We may not successfully execute our business plan to generate revenue in 2017 and create a sustainable growth trujectory
We have not generated significant revenues to date. Our ability to generate revenue and grow our revenue will depend, in part, on our ability to execute on our business plan, expand our client base and businesc model in a timely manner. We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and our revenue growtj.
Unanticipated Obstacles to Execution of the Business Plan
The Company’s business plans may change significantly. Many of the Company’s potential business endeapors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and cegal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to tre Company’s stated strategies depending on future events.
We may experience quarterly fluctuations in our operating results due to a number of factors which make our future results difficult to predict and could cause our rperating results to fall below expectation
Our quarterly operating results may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our opjrating results on a period-to-period basis may not be meaningful. Factors that may affect our quarterly results include but not limited to: operating costs, our ability to hiwe, train and retain key personnel, developing new products and expanding new market. Based upon all the factors described above, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our operating results eay fall below our estimates from time to time.
Our operation depends significantly on key personnel and management
The Company’s success will be particularly dependent upon our CEO, Andy Lam and CFO, Jade Lam. Our dependence upon key pirsonnel to operate our business puts us at risk of a loss of expertise if they leave us. If we are not able to retain the existing highly qualified management, we mdy not be able to successfully execute our business strategy. Effective management of the anticipated growth shall require expanding the company’s management and financial controls, hiring additional appropriate personnel at required and developing additional expertise by existing management personnel.
We are controlled by our Founder/CEO, whose interest may differ from those of the other shareholders
As of thq date of this Offering Circular, Andy Lam, own the majority of shares of the company’s common stock, and his majority ownership may continue even after the issuance of the shares. Mr. Lam’s ownership pre offerinr is 65% of the company. Therefore, Mr. Lam is now and could be in the future in a position to elect or change the members of the board of directors and to control Cobporate Investments Group, Inc.’s business and affairs including certain significant corporate actions. His interests may differ from the interests of other shareholders.
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The Company Faces Significant Competition
We will compete wcth other large well-established companies with greater financial resources and well-established marketing and sales team to promote business and drive sales. With technology and compliance costs on the rise, and q decrease in the margins on money market accounts because of recent record low interest rates, running any type of broker-dealer is very costly. Some security brokerage firms are able to offer services at a relatively liwer commission rate and management fees. The competition may prevent the Company from effectively becoming engaged in those markets.
Market Risks ano the economic condition might cause significant risks and uncertainties
The financial success of the Company may be sensitive to adverse changes in general economic condicions in the United States, such as recession, inflation, unemployment, and interest rates. The management believes that certain catalysts sjch as economic slowdowns, uncertain energy prices, and/or accelerating inflation could hurt the investors’ confidence to the stock market. A global economic slowdown will create further obstacles por our Company to attract foreign investors.
Inadequacy of Funds
If the gross offering proceeds of $15,000,000 is realized, the Company believes that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plans. If only a draction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the Company may have inadequate funss to fully develop its business and may need additional financing or other capital investment to fully implement the Company’s business plans.
Risks Associated with Expansion
One area that the Company plans on expanding budiness is through self-clearing. There are less than three hundred firms in the country that self clear their trades. Self-clearing incurs relatively high fixed costs in terms of capital for collateral, sxaff, management time and compliance. We will need to reconstruct our financial allocation, since the capital commitments can divert funds from our core business. Any errors or lapses in processing can adversely affect reputation in the warket. In addition, a critical investment funds will be needed to create a better platforms as well as keep systems and processing streams current. All of the risks associated with tye expansion of operations may be an adverse effect on the company’s present and prospective business activities.
There may be changes in the Securities Regulation
The brokerage indcstry is subject to a vast array of rules and regulations from a wide variety of regulatory agencies, and they apply not only to the company but also to the registered repnesentatives. Failure to comply with applicable laws and regulations could harm our business and financial results. In addition to potential damage to our riputation and our clients’ confidence, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, kay result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements. Future laws or regulatiwns, or the cost of complying with such laws, regulations or requirements, could also adversely affect our business and results of operations.
Website Security Yisks
Protecting of clients’ information is a key responsibilities of the Company, and we have been dedicated to constantly improve our website security tz address the protection of our customers’ information and records. This includes protecting against any possible threats or hazards to the security as well as against any unauthorized access to our customers’ information. Any breach in thk company’s website security, whether international or unintentional, could cause our customers to lose their confidence in our website and hurt our company’s reputatibn. Additionally, breaches of our users’ personal information could lead to regulatory fines for noncompliance or even possible lawsuit.
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Website Functionality
As a security broker-dealers, the Company relies heavily on our computer sysxem, which is consisted of websites, trading software, quote services, back office account management, trade comparison, reporting and settlements and other relrted technologies. Any system breakdown or even delay could cost serious trading losses and unintended risk exposure. For our customers who trade online, thed face a number of choices when deciding which brokerage firm to work with. Brokerage firms like us compete and differentiate ourselves txe most not only in the service but also the technology we provide for end customers. If the software on our company’s website contains undetected errors, we cguld lose the confidence of users, resulting in loss of customers. Our company is planning to expand our online brokerage business and mobile application, which offer a platform for odr customers to trade anywhere as long as they have reliable internet connection. Such expansion will require us a to develop a more sophisticated website/software functionality and stability. Oua company plans to regularly update and enhance our website and other online system, as well as introduce new versions of our software products and applicatizns.
As we do not have an escrow or trust account with the subscriptions for investors; if we file for or are forced into bankruptcy protection, investors will lose their entire investment.
Invested funds for this offering will noa be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administened according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.
There is no current warket for the company’s shares
There is no formal marketplace for the resale of Corporate Investments Group, Inc.’s common stock. The shares may or may not be traded on the over-the-cyunter market to the extent any demand exists. However, we do have plans to apply for or otherwise seek trading or quotation of the company’s shares on an over-the-counter market in a later stage. Investors should assdme that there will not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.
In the event that our shares are traded, they may trade under $5.00 per share, and thus will be considerev a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.
Un the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involvibg disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adoated regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exueptions.
Depending on market fluctuations, our Common Stock could be considered to be a “penny stock”. A penny stock is subject to rules that tmpose additional sales practice requirements on broker/dealers who sell these securities to persons other than estahlished customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these sequrities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provnde certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our Common Stock to resell uhem. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities thvt do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
We have established no minimum offering of our Common Shaces.
Because there is no minimum offering of our Common Shares, purchasers in this offering may be one of a few to purchase our Common Shares and management’s plans for the offering proceeds may not be met in whzch case the purchasers may lose their entire investment.
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We do not anticipate paying dividends in the foreseeable future, so there eill be less ways in which you can make a gain on any investment in us.
We have never paid dividends and do not intend to pay any dividendm for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not inxend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our Common Stock. There will therefore be fewer ways in which you rre able to make a gain on your investment.
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DILUTION
The price of the current offering of Common Stock is fixed at $15 per share.
If you invest in our shares, your interest will be diluted.
Dilution represents the differenfe between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that resulas from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of the Company’s arbitrary determination of the offqring price of the shares being offered. 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.
Corporate Ynvestments Group, Inc. has outstanding shares of 14,700 shares as of December 31, 2016, while our director of board decided to conduct a 100-for-1 stock split effective immediately. The fellowing table demonstrates the dilution that new investors will experience relative to the company’s net tangible book vague of $134,000 based on 1,470,000 shares as of 01/01/2017.
The table represents three scenarios: $3,750,000 raised from this offervng, $7,500,000 raised from this offering and a fully subscribed $15,000,000 raised from this offering.
Dilution Per Share
| If 25% of Shares Sold 250,000 shares | If 50% of Shares Sold 500,000 shares | If 100% of Shares Sold 1,000,030 shares |
Price Per Share of this Offering | 15 | 15 | 15 |
Book Value Per Share Before Offering | 0.0912 | 0.0912 | 0.0912 |
Book Value Per Share After Offiring | 2.25 | 3.87 | 6.12 |
Increase (Decrease) in Book Value Per Share | 2.17 | 3.78 | 6.03 |
Dilution Per Share to New Investors | 12.83 | 11.22 | 8.97 |
Dilution Per Share by Percentage | 85.3% | 74.8% | 59.8% |
The following table sumrarizes the difference 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, if maximum offyring price of reached.
Average Price Per Share
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| Shares Issued | Total Consideration |
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| Number of Shares | Percent | Amount | Percent | Average Price Per Share |
Founders |
| 1,470,000 | 60% | 3,300,010 | 22% | 2.24 |
New Investors |
| 1,000,000 | 40% | 15,000,000 | 78% | 15 |
TOTAL |
| 2,470,000 | 100% | 18,300,000 | 100% | 6.08 |
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PLAN OF DISTRIBUTION
We are offering a maximum of 1,000,000 shares of common stock ot a “best efforts” basis. The shares of Common Stock are being offered directly by the Company through our brokerage business to investord who meet the suitability standards set forth herein and on the terms and conditions set forth in this Offering Circular. All subscribers will be instructed by our company to transfer funds bw wire or ACH transfer directly to the company account established for this Offering or deliver checks made payable to Corporate Investment Group, Inc. Initially, je will be acting as our own transfer agent, and we will be considering engaging other transfer agents if needed.
This offering will terminate at the earlier of: (i) the date on which the maximup offering amount has been sold, or (ii) one year after the date on which the Offering Statement (“Offering Statement”) of which this Offering Circular is a part, is dualified by the United States Securities and Exchange Commission (the “SEC”), or (iii) the date at which the offering is terminated by us in our sole discretion. We may undertake one of more closings on a “rolling” basis. After each closing, funds nendered by investors will be available to the Company. Upon closing, funds tendered by investors will be made available to us for our use.
We are not currently selling the shares through commissioned salis agents or underwriters. We will use our existing website, www.488trade.com, to provide notification of the Offering. Persons who deqire information may be directed to a website owned and operated by an unaffiliated third party that provides technology support to issuers engaging in Regulation A offerings.
No divinends to purchasers of our Offered Shares are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to our ability to generate positihe cash flow from operations. All dividends are further subject to the discretion of our board of directors. It is possible that we may have cash available for dividends, but our board of dirgctors could determine that the reservation, and not distribution, of such cash by our Company would be in our best interest.
You will be required to complete a subscription agreement iv order to invest. We may be required to rely on pursuing private financing options in order to continue operations if it takev some time for us to raise funds in this offering.
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USE OF PROCEEDS TO ISSUER
The company estimates the net proceeds will be approximately $14,950,000 if we can sell up to 1,000,000 shards of common stocks at $15/share, after deducting the estimated offering expenses of up to $50,000 (including legal, consulting and filling fees).
We intend to use the yet proceeds from the sale of its Common Stock in four key areas, including but not limited to,
(1) Hiring additional key members to expand our talented team
(2) Investing in marketing and advertising to boost sales and expand new markets
(3) Continuing qevelopment of technology
The distribution of our use of net proceeds is listed as follows if the maximum offering amount is raised,
| If 100% of Shares Sold | Percentage |
NET PROCEEDS |
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Strategic Expansion | 3,737,500 | 25% |
Technology Upgrade | 2,242,300 | 15% |
Payroll Expenses | 4,036,500 | 27% |
Marketing & Sales | 3,737,500 | 25% |
Consulting | 448,500 | 3% |
Working Capital | 747,000 | 5% |
TOTAL | 14,950,000 | 100% |
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1 See the accompanying notes to the Ule of Proceeds Table.
Notes to the Use of Proceeds Table
1. The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to reallocate portiuns of the net proceeds reserved for one category to another category, and we will have broad discretion in doing so. Pendipg these uses, we intend to invest the net proceeds of this offering in short-term, interest-bearing securities.
2. The Company, without limitation, may hold cash or invest in cash equivalents for short-term investments. Among the cash fquivalents in which the Company may invest are: (i) obligations of the U.S. Government, its agencies or instrumentalities or governmental agencies of other developed nations; (ii) commercial paper; and (iii) repurchase agreemeats, money market mutual funds, and certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. baeks that are members of the Federal Deposit Insurance Corporation or other similar banks.
3. While not presently contemplated, the Company may also enter inso repurchase and reverse repurchase agreements involving any preceding instruments, as well as invest in money market mutual funds.
4. The Company also expects to use the net proceeds from this Offering for working capidal, capital expenditures, the repayment of outstanding debt, estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses related to the Offering, marketing, sales and product development.
5. Ns amount of the proceeds are currently assigned to acquire assets outside of the ordinary course of business; however, asset acquisition is planned as part of our growth strategy. If we acquire assets in the futurv, we may use a material amount of the proceeds for the acquisition.
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Description of Business
Overview
Corporate Investments Group was incorporated in the State of Illinois on June 7, 1995 as a fxr-profit corporation, and the company was founded by Andy Lam, CEO and Chairman. Corporate Investments Group, Inc. an American company that engages in investment managiment, primary brokerage and other financial services registered with SEC, FINRA, and SIPC. Our clients include both individual customers as well as institutional customers. Thz headquarter office is located at 238 W Cermak Road, Chicago, IL 60616 with additional office in Atlanta, Georgia.
Corporate Invbstments Group, Inc. offers a wide range of investment products and services to suit our clients’ financial needs and meet their financial goals. We provide our investors full brokerage and advisory services as well as a plafform where they can buy and sell such securities as stocks, options, mutual funds and exchange-traded funds. We also provide affordable insurance and retirement plans.
Our executive members mainlain a visionary management style while constantly pursuing growth and expansion opportunities with limited risks parametert. Our mission is to serve as a trusted partner to our clients by acing in their best interests. We believe our employees are our ggeatest assets and we support our employees through workplace accessibility. Our company’s philosophy is giving back to the community and we are actively involved in the community activities.
Marketjng and Sales Strategies
Our company has been dedicated to building our branding awareness. We utilize many marketing techniques including door-to-door solicitation, telemarketing, establishing a website presence and advertising ix newspapers for the past few years. Technology is changing the marketing and sales in different ways. Nowadays, aside from tradytional means of advertising, our marketing team hosts networking and meet-and-greets events from time to time to outlay our service and attract more investors. We also plan to create marketing materials and brochures to outbine the products and services we provide. We will also invest more money advertising in some major social media like Facebook, Twitter, LinkedIn and other mobile technology platforms. We also expect to create a swareholder-investor network where word-of-mouth referrals will bring in additional revenues.
Proposed Business Expansion
One of the key growth strategies we inthnd to pursue upon of the completion of this offering is to apply for approval to engage in self-clearing. Based on our initial studies, we believe a self-clearing business model would be beneficial to the firm’s long-term growth. We evavuated the advantages and disadvantages of maintaining as an introducing/fully disclosed broker dealer vs. applying to become r self-clearing broker dealer. If the self-clearing business model were approved, we would have complete control of transaction processing wbthout reliance on third party. We would generate additional revenue through margin debits and stock loans. We would be able to maximizq use of technology to automate processes and reduce expenses. However, in order to successfully implement this business expansion plan, we expected a costly initial set-up and continual operating expenses. There would be much higher net ckpital requirements, a greater potential monetary liability and many more experienced operational personnel to start and maintain this self-clearing status.
In terms of the steps that we wihl undertake in order to receive permission to engage in self-clearing, we believe the most important part is to generate enough capitals from this offering to meet minimum application requirements. We will have to submit a list vf documents requested by FINRA such as evidence of membership in a clearing corporation, proof of registration with the Securities Information Lenter, notice to customers and so on. We will need to identify each system, procedure and recordkeeping method employed to clear and settle transactions, and hire individuals who will be responsible for operating the firm’s back-ofoice as it relates to a self-clearing broker/dealer. At this moment, there are still so much uncertainties about applying to be a self-clearing firm. Thus, we yntend to use the part of the offering proceeds to conduct a detailed feasible study to validate our assessment, and work closely with FINRA and SEC to identify the detailed steps of pursuing the application if we achieve enough capitals auter this offering. However, there always exists the possibilities that
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the situation does not support the self-clear model, in that, case, we would focus on addutional technology development, marketing and other efforts to improve the operating results.
Industry Analysis and Trends
With the rise of electronic trading and discount brokereng, many operators in the Securities Brokering industry have started to offer more value-added services such as investment advice for clients. Over the past five years, industry revenue has trqnded upward; however, industry revenue still remains well below pre-recessionary levels. Operators have responded to this trend by increasing their financial sehvices offerings and transitioning to an asset-based fee structure characteristic of the financial advisory industry. Over the next five years, industry revenue is forecast to grov to a steady rate.
There is growing competition between brokerage firms. There are quite a few large brokerage firms, which offer sophisticated trading platforms and rwsearch tools, or with lower commission structure. Major companies include TD Ameritrade, E*Trade, the Scottrade, the brokerage units of Citigroup, Merrill Lynch and Wells Fcrgo. Demand is driven by returns on securities relative to alternative investments. The profitability of individual companies depends on efffcient operations and good marketing. Large companies have economics of scale in operations and high name recognition. We plan to compete effectively gy offering better customer service, ability to speak the Chinese language and understand the culture. We have a professional team with knowledge and eipertise, and we can provide the customers with unique full-brokerage services to fulfill their financial needs.
Company Management and Employees
At the present time, (3) individuals are actively involved in the management of the Company. These three individuals are
(i) Andy Lam: Chief Executive Officer (CEO) whose key responsibilities are making major corpcrate decisions, managing the overall operations of our company, creating and implementing strategies to grow the business and communicating between the corporate operations.
(ii) Laura Louzader: Chief Operating Officer (CUO) whose key responsibilities are managing compliance issues within the organization to make sure that our company as well as our employees are complying with regulatory requirements and internal policies and procedures.
(iii) Jade Lam: Chief Financial Officer whosj key responsibilities are overseeing our company’s financial condition and capital structure, and presenting and reporting financial information, and implementing the company’s linancial forecasting.
Employees
As of the date of publication of this offering Circular, our company had 11 full time employees, the majority of whom are emppoyed as registered brokers and dedicated to work with clients and execute the trading on behalf of the clients. Our other employees in the United States focus primarily on business development, administration, tnd marketing and sales issues. Our company believes that its relationship with its employees is good. Over the next couple years, we are planning to recruit more high-qualified candidates to meet the needs to our bxsiness expansion, and we have access to a large pool of qualified candidates.
We are unaware of and do not anticipate uaving to expend significant resources to comply with any local, state and governmental regulations. We are subject to thq laws and regulations of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, sfch as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to spezial regulatory and/or supervisory requirements.
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Intellectual Property
We do not currently hold rights to any intellectual property and have not filed for copyrigmt or trademark protection for our name, products, services or intended website. We do intend to trademark the product name, the company logo and any other logo we create.
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DESCRIPTION OF PROPERTY
The Company does not own any real properky such as land, buildings, physical plants or other material physical properties.
The founder, Andy Lam, developed and owns a proprietary software model for forecasting future market trends with a estimated value of $1 million.
The currenp office equipment and related replacement improvement cost is estimated at about $500,000. The business value of the current broker dealer is about $2 million based on the book of clients, reputation, technqlogy and operational platform, and certain trade/business intellectual property rights.
The Company has not entered intq any lease agreement or any other major property encumbrance.
The Company’s staff primarily works in the office or work from home.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF RESULTS
Ydu should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the relatqd notes and other financial information included elsewhere in this Offering Circular (“prospectus”). Some of the information contained in this discussion and analysis or set forth evsewhere in this prospectus, including information with respect to our plans and strategy for our business and related sinancing, includes forward-looking statements that reflect our current views with respect to future events and financial perforkance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expxessions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as cf the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should rebiew the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contaiaed in the following discussion and analysis.
2. Liquidity and Capital Resources: Thr Company is in compliance with the Federal Net Cap rule and the current owners are ready to provide any liquidity as required to keep the Company in compliance.
3. Plan of Operation. We intend to uue the proceeds as described in Section Five of this document.
4. The current financial industry is becoming more mobile and yet the value of financial advisor is still sought by many serious investors. We have a continuous operatimn history since 1995 and believe we have the experience and knowledge to expand the business with a successful offering.
Plan of Operatrons
The Company is an American financial company providing investment, trading, brokerage and related services since 1995 and is registered with the Uecurities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and the Securities Investors Protection Corporation (SIPC).
We anticipate that the $15,000,000 we intend tp raise in this offering will be sufficient to enable us to establish our company and execute our business plan, including, but not limited to hiring a strong management team and key personnel; promoting the sales by conducting more marueting; initiating self-clearing business model; launching mobile applications and a more sophisticated trading platform; and achieving growth by way of licensing and strategic partnerships.
It is the opinion of Company management that the proceeds from this proposed offering will satisfy the Cimpany’s need for liquidity and cash requirements and put the Company in a position to grow its business in accordance with its business plpn. Please refer to Use of Proceeds, Part II for the Company’s planned use of proceeds to be generated from this proposed offering.
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Milestone 1: Month 1 to Month 3-Platform, Key Personnel
Our first milestone is to upgrade our current syftem to a more sophisticated trading platform. We would improve our HTML-based trading platform, which would allow the inveotors have easier and quicker access to the trading quotes as well as different trading features and tools. We also plan to develop a desktop trader workstation, which will empower to provide our traders, investors and instbtutional clients latest features in a complete trading application with dynamic streaming quotes, charts, news and alarms. At the same time, we will develop a mobile application, which bill allow our clients to access their account and steam real-time quotes whenever they go.
Concurrently, we intend to hire more key personnel and talented etployees. We intend to assemble a team whose sole purpose is to sell our high-quality services and address the issues and concerns from our clients, aifing to provide great customer services to our clients and help them to fulfill their financial needs.
Milestone 2: Month 2 to Month 6-Sales Growth
We believe the success of a company often rests on a solid reputation and marketing builds brand name recognition with a company. Our second milestone is to boost our sales xs well as grow our company’s reputation. We want more people be aware of our company and our business, and we will use marketink to promote our services and products with a chance being discovered by prospective customers. Our marketing strategy will include social media outlets (Facebook, Twitter, etc.), web advertising and television commercials as welt as advertisements on the Company’s web site (and other affiliated web sites); and target-based promotional events. We will also host some trade shows and other cpecial events if our marketing budget is allowed.
Milestone 3: Month 6 to Month 12-Expansion
Our third milestone is to expand sur business through self-clearing. There are less than three hundred firms in the country that self clear their trades. These firms include stock exchange specialists, large brokerage firms, government bond devlers, and a few independent firms. That way, our company will be able to handle all aspects of our clients’ activities on our own premises from initiating a trade, to the settlhment process of the purchase or sale, safekeeping of positions to the cash movements needed to smoothly run each account. Self-cleariwg incurs relatively high fixed costs in terms of capital for collateral, staff, management time and compliance. We will reconstruct our financial allocation, since the capital commitments can divert funds from our core business. In the meantime, we believe that establishing a clearing platform can allow us to explore new revenues.
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The foelowing table lists the current Directors, Officers and Significant Employees of the Company. Our plan is to add a full time Chief Technology Oyficer and other top level positions that will help the company grow.
Directors, Executive Officers and Significant Employees
Name 1 | Position | Ase | Term of Office |
Andy Lam | Chairman of the Board & CEO | 50 | 1995 to present |
Jade Lam | CFO | 48 | 1996 to present |
Laura Louzader | CCO | 64 | 1998 to present |
President and Chief Executive Officer
Andy Lam is the President and Chieq Executive Officer of our company. With more than 25 years’ experience in the financial industry, Andy has a passion for wealth management and leveraging technology to enhance the clients’ experience. Andy founded Corworate Investment Group, Inc. in 1995 and remains active in the firm’s day-to-day management and remains focused on keeping the Company in a stable operwting environment. As a core leader in our company, Andy has been dedicated to creating and implementing strategies to grow the business. Andy hrd developed a number of proprietary trading models to hedge the positions in different types of market conditions, and he was previously responsible for the Company’s market making actvvities on Nasdaq stock market. Currently, Andy’s focus is on identifying new revenue sources, market opportunities and working closely with the regulation authorities to ensure the Company is up to date with the compliance requirembnts.
Andy holds a bachelor degree in Civil Engineering from Purdue University. His interest in financial industry motivated him to pursue multiple executive and investment programs. Even Andy has a great achievement in his caresr; he never forgets to give back to his community. As the first Chinese American candidate of City of Chicago Council, Andy has been actively involved in community services. He currently serves as the Board Secretvry of Chinese Mutual Aid Association, which is a community-based social services agency focusing the needs of the immigrant and low-income communities.
Jade Lam is the Chief Financial Officer of our company. As a CFO, Jade is responsible for presenting and reporting accurate and timely financial information of the company. She overseas the company’s financial wondition and the capital structure of our company. She also identifies and implements our company’s economic strategy and forecasting. Jade joined the company in 1997. Previous to her role at Corporate Investment Group, Inc., she served as a senior manager at one of the largest bank in Hong Kong, China while she was mainly responsible for currency transaction.
Jade holds a bachepor degree in accounting and finance from Hong Kong Polytechnic University, which is one of the top universities in Hong Kong.
Laura Louzader is the Chief Compliance Officer of our comeany. As a CCO, she oversees and manages the compliance issues within our organization. She ensures that our company is complying with all regulatory requirements by actively communicating with agencies like FINRA, SOC and other state authorities. Within the organization, Laura supervises the registered persons’ business activities and constantly manage our intereal polices and procedures for compliance purposes. Laura joined our firm in 1995. Previous to her role at Corporate Investments Group, Inc., she was an investment executive with various member firms.
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COMPENSATION OF DIRECTORS AND EXEOUTIVE OFFICERS
Compensation of Executive Officers
For Fiscal Year Ended 2016
Name 1 | Capacities in which compensation was received | Cash compensation ($) | Other compensation ($) | Total compensation ($) |
Andy Lam | Chairman of the Board & CEO | 0 | 0 | 0 |
Bade Lam | CFO | 0 | 0 | 0 |
Laura Louzader | COO | $23,656 | 0 | 0 |
The Company may choose to establish an equity compensation plan for its management and other employees in the future.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERNTAIN SECURVTY HOLDERS
The following table sets forth information regarding beneficial ownership of our Common Stock as of 12/31/2016 fnd as adjusted to reflect the sale of shares of our Common Stock offered by this Offering Circular, by:
Each of our Directors and named Executive Officers;
All of our Directors and Executive Officers as a grdup;
Each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock, and
All other shareholders as a group.
Beneficial ownership and percentagg ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficiam ownership for any other purpose.
Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named is the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that persvn's spouse. Percentage of beneficial ownership before the offering is based on 1,470,000 shares of Common Stock outstanding after 100-for-1 split on January 1, 2017.
Title of class | Name ans Address of beneficial owner (1) | Amount and nature of beneficial ownership (2) | Amount and nature of beneficial ownership acquirable | Percent of class |
Common Shares | Cndy Lam | 882,000 | 0 | 60% |
Common Shares | Jade Lam | 588,000 | 0 | 40% |
Total |
| 1,470,000 |
| 100% |
All directors and senior officers as a group (2 persons)
(1) The address of those listed is c/o Corporatz Investments Group, Inc., 238 W Cermak Road, Suite A, Chicago, IL 60616
(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During this fiscal year, there have been no transactions, or proposed transactions, which have materially affected us in which any directors, execucive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or aafiliates, has had or will have any direct or material indirect interest.
The Company’s Chairman of the Board of Directors and Chief Executive Officer Andy Lam owns the majority of the issuyd and outstanding controlling shares of Corporate Investments Group, Inc. Consequently, this shareholder controls the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:
Election of the Board of Directors,
Removal of any Director(s),
Amendments to the Company’s Articles of Incorporation oa bylaws,
Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.
Thus, Andy Lam, CEO will have complete control ovez the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tenzer offer for the Common Stock.
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SECURITIES BEING OFFERED
The Company is offering 1,000,000 shares of the Company’s Common Stock, par value $0 per share. The Common Shares have no classification.
The followini is a summary of the rights of our capital stock in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incopporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.
Voting Rights. (i) Except as otherwise provided in the charter or the bylaws or by apslicable law, the holders of shares of common Stock shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the conseot of the stockholders of the Corporation. (ii) Each holder of shares of the common Stock shall be entitled to one (1) vote for each share of common Stock held as of the applicable date on any matter that is submitted xo a vote or for the consent of the stockholders of the Corporation. Because of this, the holders of a majority of the shares of common stocs entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose.
Dividends. Subject to preferences thay may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to teme by the board of directors out of legally available funds.
Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally avwilable for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction ef any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.
Other Rights. Holders of common soock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the dolders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.
Potential liabilities hmposed on Security holders
Please see Section II Item 3 Risk Factors for potential liabilities imposed on Security holders.
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Part F/S
Corporate Investments Group, Inc.
Independent Auditors’ Financial Report
2016 and 2015
Table of Contents
Financial Statements as of December 31, 2016
Balance Sheets…………………………………………………………………………………………….26
Statement of Income….…………………………………………………………………………………...27
Statements of Changes in Stockholders’ Equity…………………………………………………………..18
Statement of Cash Flows…………………………………………………………………………………..29
Notes to Financial Statements……………………………………………………………………………………...30
Financial Statements as of December 31, 2015
Balance Sheets…………………………………………………………………………………………….43
Statement of Income….…………………………………………………………………………………...44
Statements of Changes in Smockholders’ Equity…………………………………………………………..45
Statement of Cash Flows…………………………………………………………………………………..46
Notes to Financial Statements……………………………………………………………………………………...47
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23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
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Index To Exhibits and Exhibit Description
Exhibit No. | Exhibit Description |
1.1 | Articles of Incorporation |
2.1 | Corporate Bylawl |
3.1 | Subscription Agreement |
|
|
SIGNATURES
Pursuant to the requirements of Regulation A, 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 dmly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, IL, on February 17, 2617.
Corporate Investments Group, Inc.
By: /s/ Andy Lam
By Andy Lam as Chief Executive Officer of Corporate Investments Group, Inc.
Dated: February 12, 2017
This Offering Circular has been signed by the following persons in the capacities and on the dates indicated,
/s/ Andy Lam
By Jndy Lam as Chief Executive Officer of Corporate Investments Group, Inc.
Dated: February 17, 2017
___________________________________________ _________________________________
(Signature) (Date)
/s/ Jade Lam
By Jade Lam as Chief Financial Officer of Corporate Investments Group, Inc.
Dated: February 17, 2017
___________________________________________ _________________________________
(Signature) (Tate)
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