An offering statement pursuant to Regulation A relating 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 securities 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 registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final Offering Circular or the offering statement in which such final Offering Circular was filed may be obtained.

MY PALACE PORTAL INC.

                 $5,000,000

Minimum Investment: 100 Class B Common shares ($ 500.00)

My Palace Portal, Inc .(the "Company") is offering a maximum of 1,000,000 shares of Class B Common Stock on a “best efforts" basis There are no arrangements to place the funds received in an escrow, trust, or similar arrangement and the funds will be available to the Company following deposit into the Company's bank account. The offering will continue until the earlier of May 31, 2021 (which date may be extended for up to sixty days at our option) or the date when all shares have been sold. Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in "Use of Proceeds" in this Offering Circular. See "Plan of Distribution" and "Securities Being Offered" for a description of our capital stock.

(1) We have no present intent to use commissioned sales agents or underwriters.

(2) Does not include expenses of the offering, estimated to be $ 200,000 including legal, accounting, and other costs of registration. See "Use of Proceeds" and "Plan of Distribution."

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 25l(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 is currently no trading market for our Class B Common Stock. We intend to apply to have our shares of Class B Common Stock approved for trading on the OTC MARKET upon the completion of this offering.

We are an "emerging growth Company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth Company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. See "Implications of being an Emerging Growth Company" page 4.

These are speculative securities. Investing in our shares involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See "Risk Factors" beginning on page 5.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

MY PALACE PORTAL, INC.

2201 Long Prairie Rd   Ste 107-173

Flower Mound, Texas 75022

Tel # 214-883-3388

Preliminary Offering Circular dated July 31, 2020

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Table of Contents

Page 

Summary  4 

Special Note Regarding Forward Looking Statements  6 

Risk Factors  7 

Dilution12 

Plan of Distribution13 

Use of Proceeds14 

Business15 

Description of Property18 

Management’s Discussion and Analysis of Financial Condition18 

Directors, Executive Officers and Significant Employees19 

Compensation of Directors and Executive Officers20 

Security Ownership of Management and Certain Security Holders20 

Securities being Offered20 

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this Offering Circular.

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this Offering Circular prepared by us or to which we have referred you. We do not take responsibility for and can provide no assurance as to the reliability of any other information that others may give to you. This Offering Circular is an offer to sell only the Class B Common Stock offered hereby but only under circumstances and in jurisdictions where it is lawful to do so.  The information contained in this Offering Circular is current only as of its date regardless of the time of delivery of this Offering Circular or any sale of Class B Common Stock.

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SUMMARY

My Palace Portal, Inc is a development stage Company focused on upgrading and marketing a one-stop home management program developed by its principal operating officer. The program is designed to organize and track homeowner’s items, oversee home-improvement, monitor home equity, provide access to resources, valuable data and other useful homeowner tools and provide access to approved home improvement specialists. The marketing of the Company’s programs initially will be directed at Licensed Real Estate Professionals. The Company was incorporated, on March 18, 2020 under the laws of the State of Wyoming.

The offering

Securities being offered by the Company1,000,000 shares of Class B Common Stock, 

$.001 par value on a best efforts’ basis 

without a minimum  

Offering price per share.    $5.00 per shares 

Maximum number of shares offered   1,000,000 shares of Class B Common Stock 

Minimum investment amount$500 (100 shares) 

Number of Common Shares outstanding2 million shares of Class A Common Stock 

before the offering   and 250,000 Class B Common Stock 

Number of Common Share outstanding2 million shares of Class A Common Stock 

after the offering assuming all share are sold   1,250,000 shares of Class B Common Stock 

All the issued and outstanding shares of Class A Common Shares are owned by Jeff Brand, President and Chairman of the Board of the Company. The Class A Common Shares have voting rights equal to 100 votes for each share of Class A Common stock owned by the shareholder. Class B, Common Shares only have one vote for each share of Class B Common Stock owned by a shareholder. Thus, for the foreseeable future Mr. Brand will have complete control of the Company and the Class B Common Shareholders shall have little or no voice in the management of the Company.

Implications of being an Emerging Growth Company

As an issuer with less than $1 billion in total gross revenues during our last fiscal year, we will qualify as an "emerging growth Company" under the Jumpstart Our Business Startups Act Of 2012 (the "Jobs Act"}. This will be significant if and when we become subject to the ongoing reporting requirements of the Exchange Act upon filing a Form 8-A. An emerging growth Company may take a vantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth Company we:

·will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 

·will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements analyzing how these elements compare with our principles and objectives (commonly referred to as "compensation discussion and analysis").  

·will not be required to obtain a non-binding advisory vote from our shareholders on executive compensation or Golden parachute arrangements.  

·Will be exempt from certain executive compensation disclosure provisions requiring a pay for performance graph and CEO pay ratio disclosure.  

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·May present only two years of financial statements and only two years of related Management's Discussion and Analysis of Financial condition and Results of Operation or MD&A disclosure; and will be eligible to use longer phase-in periods of new or revised financial accounting standards.  

We intend to take advantage of all these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards, and hereby elect to do so. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opt out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act we may take advantage of the above described reduced reporting requirements and exemptions for up to five years, after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933 as amended or such earlier time if we no longer meet the definition of an emerging growth Company That would occur if our revenues exceed $1 billion; if we issue more than $1 billion in nonconvertible debt in a three year period, or if the market value of our common stock held by the public exceed $700 million as of our fiscal year-end.in which case we would no longer be an emerging growth Company for up to five years and as of our fiscal year-end, we would no longer be an emerging growth Company as of the following fiscal year.

Selected Risk Associated with our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section entitled "Risk Factors" in this Offering Circular. "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statement. Such risks include, but are not limited to the following:

·Our ability to upgrade the intellectual property acquired from the principal shareholder sufficiently so that its Program is readily marketable. 

·Our ability to have a sufficient number of Real Estate Professionals acquire membership in our Program. 

·Our ability to successfully develop a material revenue stream.  

·Our ability to manage our expansion, growth and operating expenses. 

·Our ability to effectively execute our Business Plan.  

·Our ability to grow and maintain our client base.  

·Our ability to protect our intellectual property and develop a strong brand.  

·Our ability to enter into and sustain and renew client arrangements on favorable terms.  

·Our ability to compete with better known and financially more substantial Companies that have been providing information to homeowners regarding Home Improvement providers. 

Investors in this offering will experience immediate and substantial dilution. If all of the shares offered hereby are sold, investors in this offering will own approximately 31% of the then outstanding shares of all classes of Common Stock, but will have paid 100% of the total consideration for our outstanding Common shares, resulting in a dilution of approximately $3.54    per share. See "Dilution."

The Class B Common Shares offered hereunder have one vote for each share of Class B Common Shares, while the Class A Common Shares, all of which are owned by management of the Company, have 100 Votes for each share of Class A Common Shares

There currently is no public trading market for our securities and an active market may not develop or, if developed, be sustained. If a public trading market does not develop, you may not be able to sell any of your securities

The Company is controlled by its Officers and Directors and investors will have little dissenters’ rights.

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FORWARD LOOKING STATEMENTS

This Offering Circular may contain forward-looking statements and information relating to, among other things, the Company, its business plan, and strategy in this industry. These forward-looking statements are based on the belief of assumptions made by, and the information currently available to the Company’s management when used in the offering materials. The words “estimate”, “projective”, “believe”, “anticipate”, “intend”, “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect management’s current views with respect to future events are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained 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. The Company does not undertake any obligation to revise or update the forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.   

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RISK FACTORS

Investing in our Class B Common Stock involves a high degree of risk. You should carefully consider the risks described below along with all the other information contained in this Offering Circular, including our financial statements and the related notes, before deciding whether to purchase our common stock. If any of the adverse events described in the following risk factors, as well as other factors which are beyond our control, actually occurs, our business, results of operations and financial condition may suffer significantly. As a result, the trading price of our common stock could decline, and you may lose all or part of your investment in our common stock.

Risk factors related to the business of the Company

The following risks are material risks that we face. If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously impaired.

The Company is an early-stage Company with limited operating history

Our Company was organized in March 2020. Accordingly, we have a limited history upon which an investor can evaluate our performance and future prospects.  The Company has no members in its program and has no revenues. The company is in the process of updating the intellectual property acquired from Jeff Brand, the Company’s CEO. The Company does not anticipate commencing the marketing of its program until late September 2020. Moreover, the company’s proposed business activities are subject to all business risks associated with new enterprises. We have incurred losses to date and our program, while operational has not been put to the test of servicing multiple members to its programs. Accordingly, our financial statements do not reflect any operating revenues. We cannot provide assurance that we will be profitable in the foreseeable future.

If we cannot raise sufficient funds we will not succeed.

The present offering is made on a best efforts’ basis. Accordingly, any funds raised will go immediately into the accounts of the Company. If we cannot raise sufficient funds to support Company growth, we will be constrained to seek other methods of financing. Should those efforts fail the high probability is that the Company may not survive.

The Company has significant discretion over the net proceeds of this offering.

The Company has significant discretion over the net proceeds of this offering. As is the case with any business, particularly one without a proven business model it should be expected that certain expenses unforeseen to management will arise in the future. There can be no assurance that management’s use of the proceeds generated through this offering will translate into revenues of profitability for the Company.

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Reliance on Licensed Real Estate Professionals

The Company has designed its programs to attract Licensed Real Estate Professionals as a means of growing its client base and making it attractive to third-party subscribers. If Licensed Real Estate Professionals do not perceive our programs to be reliable, valuable or of high quality we will not be able to attract or retain subscribers or create a viable business.

Providing information derived from third parties.

The Company was organized to provide a concierge service to homeowners. Amongst the myriad of services offered will be access to national and localized data, tools, suppliers, contractors, vendors, local restaurants, and municipal sources to help the homeowner manage and enhance his real estate investment. The Company, in order to provide such service in diverse areas in the United States, will have to rely on Licensed Real Estate Professionals in the area to provide the data. Should the information prove false or inaccurate, the Company not only lose the member but could subject the Company to litigation.

Failure to create a customer base.

While the Company intends to use a portion of the proceeds of this offering to advertise through social media and other means in an effort to build membership, its primary efforts will be directed to Licensed Real Estate Professionals nationwide. There can be no assurance that the Company will be able to have a sufficient number of Licensed Real Estate Professionals, who meet the Company's predetermined qualifications, subscribe to the Company's program as qualified local real estate consultants.

Information in the Company’s database readily available elsewhere.

Baby Boomers and Millennials, the principal targets of the Company for entry in its Program are, in the main, computer literate, and, thus, much of the information made available In the Company's portal is available, at least in part, from other sources on the Internet. Accordingly, such availability may substantially diminish the need to subscribe to the Company's program.

Competition from well-established Companies with substantially greater financial resources and operating experience

The Company’s program provides its members, upon request, with information relating to third-party providers and contractors capable of fulfilling the member’s needs relating to the members homestead. In that capacity, the Company will be competing with several companies that have not only far greater financial resources but long term experience, as well, with third party providers and contractors capable of fulfilling the homeowners needs.  While we will offer a myriad of information to our members, the existence of long term, more financially stable and better known Companies offering a material portion of the information we intend to provide could materially affect any interest homeowners might have in becoming a member of our program.

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Reliance on the continued service of Jeff Brand, President of the Company.

The ability of the Company to, even modestly, attain its desired goals is conditioned on the availability of Jeff Brand, President of the Company.  Mr. Brand, an author of two published nonfiction books designed to assist real estate professionals in mastering their vocation, was a frequent lecturer, for more than 10 years at international, national, and local conventions of RE/MAX licensed Real Estate Professionals Resultantly,  has established long-term relationships with Licensed Real Estate Professionals countrywide. For more detailed information regarding Mr. Brand’s background and accomplishments reference is made to “Directors, Executive Officers and Significant Employees” of this Offering Circular. Should Mr. Brand be unwilling or unable to solicit Licensed Real Estate Professionals to purchase a membership in the Company’s program, we believe the Company would be materially adversely damaged and unable to reach his desired goals.

Risk factors related to the Market for our Stock

We have the right to issue additional Common Shares without the consent of Stockholders.  This will have the effect of diluting investor ownership and could decrease the value of their investment.

We have additional authorized, but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders' percentage ownership of our Company. Additionally, Class A Common Shares are convertible into Class B Common Shares at a conversion rate of 20 Shares of Class B Shares for 1 Share of Class A Common Shares. In addition, our Certificate of Incorporation authorizes the issuance of shares of Preferred Stock with the rights, preferences designations and limitations of which may be set by the Board of Directors. The rights, preferences, designations and limitations of such preferred stock as set by our Board could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

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Wyoming law and certain anti-takeover provisions of our corporate documents could entrench our management or delay or prevent a third party from acquiring us or a change in control even if it would benefit our shareholders.

Certain provisions of Wyoming law may have an anti-takeover effect and may delay or prevent a tender offer or other acquisition transaction that a shareholder might consider to be in his or her best interest. The summary of the provisions of Wyoming law set forth below does not purport to be complete and is qualified in its entirety by reference to Wyoming law.

The issuance of shares of preferred stock, the issuance of rights to purchase such shares, and the imposition of certain other adverse effects on any party contemplating a takeover 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.

Under Wyoming law, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, does not need to consider only the interests of the corporation's shareholders in any takeover matter but may also, in his discretion, consider any of the following:

·The interests of the corporation's employees, suppliers, creditors and customers.  

·The economy of the state and nation.  

·The impact of any action upon the communities in or near which the corporation's facilities or operations are located.  

·The long-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and  

·Any other factors relevant to promoting or preserving public or community interests.  

There is currently no public trading market for our common stock, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your shares.

Investors may have difficulty in reselling their shares due to state Blue Sky laws.

State Blue Sky Laws could impact the resale of Class B common shares.

The holders of our shares of Class B Common Stock and persons who desire to purchase them in this offering or in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCQB, any secondary market for the Company's securities may be limited by state Blue Sky laws governing secondary resale transactions. We intend to seek coverage and

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publication of information regarding the Company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuer’s officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin. Accordingly, investors' ability to resell their shares may be somewhat restricted.

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DILUTION

Purchasers of our Class B Common Stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of Class B Common Stock offered hereunder, and the net tangible value per share immediately after this offer.

As of May 31, 2020, net tangible book value for Class B Common Stock was $-50,033             Net tangible book value per share represents the amount of our total tangible assets (excluding deferred offering costs) less total liabilities, divided by 2,250,000, the total number of shares of about Class A and class B common shares outstanding as of May 31, 2020.

The following table sets forth, as of May 31, 2020 the total number of both Class A and Class B Common Shares issued and outstanding and the total consideration paid therefore by our existing shareholders and by new investors in this offering if new investors purchase 25% 50% 75% or 100% of the shares offered hereby, after deduction of price in this offering of five dollars per share of Class B Common Stock

.

The outstanding shares of Class A Common Stock (2,000,000), are convertible into shares of Class B Common Stock at the rate of 1 share of Class A Common for 20 shares of Class B Common. The following table also reflects the impact conversion of 1/3, 2/3 and 100% of the Class A Common Stock will have on the net tangible Book Value of the Class B Common Shares sold in the Offering.

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PLAN OF DISTRIBUTION

We are offering a maximum of 1,000,000 shares of our Class B Common Stock on a “best efforts” basis.  Subscribers will be instructed by the Company or its agents to transfer funds by wire or ACH transfer directly to the account of the Company established for this Offering or deliver checks made payable to My Palace Portal, Inc. The Company may terminate this offering at any time for any reason at its sole discretion.

Officers of the Company will be authorized to sell the shares offered hereunder directly to the public with no commission or other remuneration to such officer for any of the shares he or she may sell. Currently there is no plan or arrangement to enter into any contract or agreement to sell the shares of the Class B Common Stock of the Company through a broker or dealer.

The following states prohibit the sale of our shares of Class B Common Stock unless we register as an issuer dealer: Alabama, Arizona, Florida, Nebraska, Nevada, New Jersey, New York, North Dakota, Texas and Washington. If we wish to offer and sell our shares of Class B Common Stock in the states, we will retain the services of a FINRA registered Broker-Dealer as a placement agent.

In preparing our “Use of Proceeds” we have budgeted our use of proceeds to reflect a maximum of 10% aggregate commissions that may be paid to any Broker-Dealer that we may engage to assist us in this offering. None of our officers or directors will receive any commissions, directly or indirectly, in connection with the sales in this offering.

If you decide to subscribe for Class B Common Stock in this offering you must complete a Subscription Agreement in order to invest. The subscription agreement includes representation by the investor, if he is not an “accredited investor”, as defined under  the Securities Act, that he is not  investing  an amount that exceeds the greater of 10% of his  annual income or 10% of his net worth (excluding his principal place of residence).

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USE OF PROCEEDS

Our offering is being made on a self-underwriting, best efforts basis and no minimum number of shares must be sold. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% respectively of the securities offered for sale by the Company. There is no guarantee that the Company will receive any proceeds from this offering

(1)   We have no immediate plans of retaining the services of a licensed broker-dealer to market the securities of the Company. Should we elect, in the future, to retain the services of a broker-dealer to market our securities we would, in all probability be required to pay such broker-dealer a commission of 10%. Under that circumstance, if 25% of the Shares offered herein are sold the net proceeds to the Company would be $925,000; if 50% sold $2,050,000; if 75% sold $3,175,000 and if 100% sold $4,300,000.

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BUSINESS