Pre-Qualification Amendment Number 1: Form 1-A/A for the Offering Circular first filed on July 16, 2025, for Fine Mulligans, Inc. There are no material changes to the Form 1-A, Part II and III (Offering Circular) below, besides the filing date of July 28, 2025. The sole purpose of this amendment is to correct and complete certain information contained in Part I, Item 4, specifically correcting the value listed as the aggregate offering price and adding data to the fields listed under Anticipated fees in connection with this offering and the names of the service providers.

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.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A/A Offering Circular

Regulation A Tier 2 Offering

Form 1-A/A
Amendment #1 

 Offering Circular 

For 

FINE MULLIGANS, INC.

A Delaware Corporation

July 28, 2025

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than ten percent (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, Investors are encouraged 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.

Fine Mulligans, Inc. (the “Company” or “Issuer”) is a Delaware corporation formed on December 2, 2024 (see Exhibit 2, Amended and Restated Certificate of Incorporation). The Company aims to develop and operate innovative, golf-centric entertainment centers marketed under the name “Kiwi’s Mulligan.” These facilities will feature cutting-edge outdoor, gamified golf driving ranges complemented by indoor venues offering upscale dining, live entertainment, advanced golf simulators, private event spaces, and unique amenities such as rooftop suites, karaoke rooms, and cigar lounges.

The Company is governed by a Board of Directors and managed by Officers committed to its vision of delivering next-generation entertainment experiences The Company intends to allocate the proceeds of this Offering (the “Proceeds”) towards land acquisition, construction, and the development of Kiwi’s Mulligan flagship entertainment centers, as well as for initial operational costs.

The Company is offering by means of this offering circular (the “Offering Circular”), equity in the form of Class A Preferred Stock Shares (the “Class A Preferred Shares,” or in the singular, a “Class A Preferred Share”) on a best-efforts basis to those who meet the investor suitability standards (the “Investor(s)”) as set forth herein. See “Investor Suitability Standards” below.

The Class A Preferred Shares are priced at five U.S. dollars ($5.00) per Class A Preferred Share. The minimum investment amount per Class A Preferred Share Investor is two hundred fifty U.S. dollars ($250.00), in exchange for fifty (50.0) Class A Preferred Shares. The Class A Preferred Shares will be convertible into Class B Common Shares upon the fulfilment of certain conditions and procedures defined within the Company’s Amended and Restated Certificate of Incorporation. The Company does not intend to list the Class A Preferred Shares or any other Company capital stock for trading on any exchange or other trading market and no market for the Preferred Shares or any other capital stock may exist in the future. See “Securities Being Offered” below.

Sales of the Class A Preferred Shares pursuant to this Regulation A Tier 2 Offering (the “Offering”) will commence immediately upon qualification by the Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date upon which all Class A Preferred Shares have been sold, (b) exactly twelve (12) months after the Effective Date, or (c) the date the Company elects to terminate this Offering in its sole discretion (the “Offering Period”).

The Company will offer the Class A Preferred Shares via the website invest.kiwismulligan.com (the “Platform”) on a continuous and ongoing basis. Texture Capital, Inc. (“Texture”), a FINRA broker-dealer, will act as the administrative broker-dealer, capital stock offering consultant, placement agent and marketer for this Offering. The Company intends to utilize an additional FINRA broker-dealer, Andes Capital Group, LLC (“Andes Capital”), as a placement agent to assist the Company in identifying prospective investors and procuring Proceeds in addition to the Company’s “best efforts.” The Company further intends to utilize the services of the IRA Club to market the Offering to their market segment of potential investors consisting of self-directed individual retirement accounts (IRA). The Company anticipates being able to accept funds for subscriptions in the forms of cryptocurrencies, wire and ACH transfers, personal and cashier checks, and credit cards. Proceeds from this Offering will be held in an escrow account administered by Old Glory Bank until an Investor’s subscription has been successfully processed and the funds are transferred to a Company operating account for any corporate use. As of the date of this Offering Circular, the Company has engaged Kore Transfer USA, LLC as the transfer agent for this Offering. See “Plan of Distribution” below.

Persons who purchase Class A Preferred Shares will be shareholders of the Company (“Preferred Shareholders”) subject to the terms of the Amended and Restated Certificate of Incorporation and Company Bylaws (Exhibit 2) and the Company Stockholder Agreement (Exhibit 3) and will hereinafter be referred to as “Investors” or in the singular an “Investor.” The acceptance of Investor funds may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. There are no selling securityholders in this Offering.

Prior to this Offering, there has been no public market for the Class A Preferred Shares or any other Company capital stock, and none is expected to develop. The Offering price for a Class A Preferred Share is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Class A Preferred Shares or other Company capital stock on any securities market. The management of the Company and Affiliates will receive compensation and income from the Company and these transactions may involve certain conflicts of interest. See “Risk Factors,” “Compensation of Directors and Officers” and “Conflicts of Interest” below. Investing in the Preferred Shares are speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. See “Risk Factors” below. There are material income tax risks associated with investing in the Company that prospective investors should also consider. See “Federal Tax Treatment” below.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)(F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)(F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SHARES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN ONE (1) YEAR FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Class A Preferred Shares immediately upon qualification of the Offering by the SEC.

OFFERING PROCEEDS TABLE

*The Offering price of a Class A Preferred Share to Investors was arbitrarily determined by the Company.

** The Company is not using an underwriter for the sale of the Preferred Shares. The commissions listed are those for Texture Capital, Inc. (“Texture”), a FINRA broker-dealer, acting as an administrative broker-dealer for this Offering on a best-efforts basis. Texture will receive a one percent (1%) commission on the aggregate sales of the Class A Preferred Shares and potentially a five percent (5%) Direct Sales commission for capital directly raised by the efforts of Texture up to $30,000,000 of Class A Preferred Shares, Direct Sales commission not to exceed $1,500,000. Texture will also provide Investor Relations Services during the Offering Period where the Company will pay a monthly fee commencing the month after FINRA issues a “No Objection Letter” of $2,000 for the first month, $3,000 for the second month and $4,000 per month thereafter, plus potentially a one percent (1%) commission of the gross proceeds from the sale of securities resulting from Investor Relations services not to exceed $525,000 for a total compensation amount to Texture derived from Preferred Share sales not to exceed $2,505,000. Texture will further receive a one-time consulting fee (“Consulting Fee”) of ten thousand dollars ($10,000.00) to cover expenses anticipated to be incurred by Texture such as due diligence expenses, working with the Company’s counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the Offering. To the extent any such expenses are not actually incurred, the balance of this one-time fee will be reimbursed to the Company, pursuant to FINRA Rule 5110(g)(4)(A). Andes Capital Group (“Andes Capital”), a FINRA broker-dealer acting as a placement agent, will be entitled to a five percent (5%) Direct Sales commission for capital directly raised by the efforts of Andes Capital and the commissions earned will be paid by Texture to Andes Capital through the terms of a Commission Sharing Agreement.

*** Class A Preferred Shares will be offered and sold directly by the Company, the Company’s Directors, Officers and employees. No commissions for selling Class A Preferred Shares will be paid to the Company, the Company’s Directors, Officers or employees.

**** There are no selling securityholders in this Offering. As compensation and reimbursement of expenses for the time and efforts involved in organizing the Company and related tasks, the Company shall pay the Directors an Organizational Fee equaling seventy thousand dollars ($70,000.00) upon the successful raising of one million dollars ($1,000,000.00). See “Compensation of Directors and Officers” below.  

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TABLE OF CONTENTS

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SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Company’s Amended and Restated Certificate of Incorporation and the Bylaws of the Company (see Exhibit 2), the Company’s Stockholder Agreement (see Exhibit 3), and the Subscription Agreement (see Exhibit 4), should be carefully read in their entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Amended and Restated Certificate of Incorporation, Bylaws or the Stockholder Agreement, the terms contained within the Amended and Restated Certificate of Incorporation, Bylaws or the Stockholder Agreement shall prevail and control, and no Investor should unduly rely on any reference herein to the Amended and Restated Certificate of Incorporation, Bylaws or the Stockholder Agreement without consulting the actual underlying document.

The Company intends to operate locations developed in the southeastern United States. See “Description of the Business” below.

Investment Funds immediately available for Company use

The Offering is not underwritten by any FINRA broker-dealer and the Class A Preferred Shares are offered on a “best efforts” basis by the Company through the actions of its directors, officers and employees. The Company has not set a Minimum Offering Amount for this Offering and any proceeds received by the Company during the Offering Period will not be held in trust utilizing an escrow account conditioned on the aggregate amount of Proceeds raised through this Offering; therefore, any proceeds delivered to the Company will be immediately available for any corporate purpose use at the Company’s sole discretion. Commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions for Class A Preferred Shares will be deposited into a corporate account and immediately available for any corporate purpose.  

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FORWARD LOOKING STATEMENTS

Forward-looking statements are inherently uncertain due to the fact they address potential events or outcomes occurring in the future and not historical data. This Offering Circular contains forward-looking statements that involve various risks and uncertainties. The use of words such as “anticipated,” “projected,” “forecasted,” “estimated,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “might,” “potential,” “continue,” “may,” “will,” and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular, and the Company undertakes no obligation to publicly update or revise any ‎forward-looking information, ‎other than as required by applicable law.

INVESTOR SUITABILITY STANDARDS

All persons who purchase Class A Preferred Shares of the Company pursuant to the Subscription Agreement, attached hereto as Exhibit 4, must comply with the Investor Suitability Standards as provided below. It is the responsibility of the purchaser of the Class A Preferred Shares to verify compliance with the Investor Suitability Standards. The Company may request that Investor verify compliance, but the Company is under no obligation to do so. By purchasing Class A Preferred Shares pursuant to this Offering, the Investor self-certifies compliance with the Investor Suitability Standards. If, after the Company receives Investor’s funds and transfers ownership of the Class A Preferred Shares, the Company discovers that the Investor does not comply with the Investor Suitability Standards as provided, the transfer will be deemed null and void ab initio and the Company will return Investor’s funds to the purported purchaser. The amounts returned to the purported purchaser will be equal to the purchase price paid for the Class A Preferred Shares less any costs incurred by the Company in the initial execution of the null purchase and any costs incurred by the Company in returning the Investor’s funds. These costs may include any transfer fees, sales fees/commissions, or other fees paid to transfer agents or brokers.

The Company’s Class A Preferred Shares are being offered and sold only to “Qualified Purchasers” as defined in Regulation A.

Qualified Purchasers include:

(i) “Accredited Investors” defined under Rule 501(a) of Regulation D (as explained below); and,

(ii) All other Investors so long as their investment in the Company’s Class A Preferred Shares does not represent more than ten percent (10%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Class A Preferred Shares are offered hereby and sold to Investors that meet one (1) of the two (2) categories above, to qualify as an Accredited Investor, for purposes of satisfying one of the tests in the Qualified Purchaser definition, an Investor must meet one of the following conditions: 

1) An Accredited Investor, in the context of a natural person, includes anyone who:

(i) Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year; or

(ii) Has a net worth over $1,000,000, either alone, or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence); or

(iii) Holds in good standing a Series 7, 65, or 82 license.

2) Additional Accredited Investor categories include:

(i) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any investment advisor registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisors Act”) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) under the Investors Advisers Act; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv) Any director or executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(v) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of the Securities Act;

(vi) Any entity in which all of the equity owners are Accredited Investors as defined above;

(vii) Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;

(viii) Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1):

(ix) Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements defined in the immediately preceding criterion and whose prospective investment in the issuer is directed by such family office pursuant to the “family office” sub-criterion (c) above; and,

(x) Any entity, of a type not listed in criteria (i), (ii), (iii), (v) or (vi) above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 where “investments” for the purposes of this criterion is defined in Rule 2a51-1(b) under the Investment Company Act (17 CFR 270.2a51-1(b)).

Each prospective purchaser of Class A Preferred Shares may be required to furnish such information as the Company may demand, in its sole discretion, to determine whether any person or entity purchasing Class A Preferred Shares is an Accredited Investor.

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RISK FACTORS

The Company commenced preliminary business development operations on December 2, 2024 and is organized as a corporation under the laws of the State of Delaware. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the development of real estate and operations of a senior living community, in a competitive industry. There is a possibility that the Company could sustain losses in the future.

There can be no assurances that the Company will operate profitably. An investment in Class A Preferred Shares involves a number of risks. Investors should carefully consider the following risks and other information in this Offering Circular before purchasing any Class A Preferred Shares. Without limiting the generality of the foregoing, Investors should consider, among other things, the following risk factors:

Inadequacy Of Funds

Gross Offering Proceeds up to forty-eight million dollars ($48,000,000.00) may be realized. Company’s Management believes that such Proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of its business plan for the acquisition, development, construction and operation of two (2) Kiwi’s Mulligan entertainment venues. If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business in accordance with its business model and may need debt financing or other capital investment to fully implement the Company’s business plans. Furthermore, if the funds raised through this Offering are inadequate, the percentage of equity ownership of an Investor may be reduced in the future if the Company is required to raise additional capital through the issuance of additional capital stock shares with rights and preferences as determined in the sole discretion of the Company.

Dependence On Management

In the early stages of development, the Company’s business will be significantly dependent on the experience, knowledge, skills and abilities of the Company’s Directors and Officers to effectively implement the Company’s business plan. The loss of any of the Company’s Directors or Officers could have a material adverse effect on the Company’s business, operating results and financial conditions.

Limited Operating History Which Makes Future Performance Difficult to Predict

The Company possesses a limited operating history and operating capital. Prospective investors should consider an investment in the Class A Preferred Shares of this Offering in light of the risks, uncertainties and difficulties frequently encountered by other newly formed companies with similar objectives as the Company. The Company will possess minimal operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives which may include various forms of indebtedness. The failure to successfully raise adequate operating capital could result in Company bankruptcy or other event which would have a material adverse effect on the Company and its Investors. With the Company possessing a limited operating history and operating capital there can be no assurance that the Company will achieve its investment or operating objectives.

Investors Should Seek Their Own Independent Counsel

Investors in the Company have not been represented by independent counsel with respect to this Offering. Attorneys assisting in the formation of the Company and the preparation of this Offering Circular have represented only the Company and its principals. The terms of the Company’s Amended and Restated Certificate of Organization, Bylaws and Stockholder Agreement, which include indemnification, the duties of the Company’s Management and the rights and responsibilities assigned to the Company’s capital stock shares, were not negotiated at arm’s length. Potential investors are advised to seek the opinions of independent legal and tax counsel prior to investing in the Company. (See also “Fiduciary Responsibility of the Management” and “Securities Being Offered” below.)  

The Company is Not Subject to Sarbanes-Oxley Regulations and May Lack the Financial Controls and Procedures of Public Companies

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes-Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes-Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If the Company were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations and financial conditions.

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Sensitivity to General Economic Conditions

The financial success of the Company can generally be identified as capturing a portion of the disposable income of the consumer and the disposable income of consumers may be sensitive to any adverse changes in the general economic conditions of the United States, such as recession, inflation, unemployment, and interest rates. Such changing economic conditions could reduce demand in the marketplace for entertainment venues including restaurants and bars, increase maintenance and management costs, increase the costs of products and labor, and reduce the overall demand for Company products and services. The Company has no control over these general economic conditions, changes or their effects on consumer behavior which could have a material adverse effect on the Company’s business, results of operations and financial conditions.

Possible Fluctuations in Company Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of economic and social factors, including many factors that are not in the control of the Company. Some factors that may contribute to operating result fluctuations include, but are not limited to: purchasing patterns of families and Company target customers; golf-centric customer amenity demands; timing and market acceptance of new products, enhancements or price changes introduced by the Company, competitive substitute entertainment-provider offerings and pricing; debt service requirements and principal-reduction payments; variances in sales tax and real estate tax rates, capitalization rates, and future rental rates; material increases in insurance rates; potential

liabilities associated with events that could happen on the premises of a Company facility; inability to obtain favorable short-term or long-term financing; and general economic conditions. Consequently, Company revenues and expenses may vary by fiscal quarter, and the Company’s operating results may experience fluctuations thereby potentially causing material adverse effect(s) on the Company’s business, results of operations and financial conditions.

Risks Of Borrowing and Indebtedness

Since the Company is likely to incur or utilize debt in the execution of the business plan, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. There is no guarantee that Company will be able to refinance outstanding indebtedness or refinance the indebtedness at terms that are advantageous or acceptable to the Company. Typical loan agreements also might contain restrictive covenants which may impair the Company’s operating flexibility. Such typical loan agreements would also provide for default under certain circumstances, such as a failure to meet certain financial covenants defined within the loan agreement. A default by the Company under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of the Company. A judgment creditor could have the right to foreclose on any of Company’s assets resulting in a material adverse effect on the Company’s business, operating results and financial condition.

Changes to Execution of The Business Plan Possible

The Company’s business plan will focus on developing golf-centric family-focused entertainment venues and that focus may change. The Company’s primary business endeavor of investing in the development of a multi-level structure containing a kitchen, restaurant, bars and various technologically advanced equipment to entertain customers is capital intensive and may be subject to statutory or regulatory requirements as well as variable market conditions. The Company’s Management believes that the Company’s chosen business plan and strategies are achievable in light of current economic and legal conditions with the background, experience, knowledge, skills, and abilities of the Company’s Directors, Officers and advisors. Company’s Management reserves the right to make significant modifications to the Company’s stated investment strategies, proposed facility amenities and business operations depending upon future events and market conditions.

Management Discretion as To Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under the “Use of Proceeds” section. The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which the Company deems to be in the best interests of the Company and its shareholders in order to address changed circumstances or perceived opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to the application and allocation of the net proceeds raised from this Offering. Investors in the Preferred Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the Investors must depend.

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Control of Company Activity Exclusive to Management

The Company’s Directors and Officers possess exclusive control on all investment decisions, operations, management and the day-to-day activities of the Company. Investors in this Offering will have no control or input in determining the investment strategies implemented by Management, the decisions regarding Company operations or any day-to-day activities of the Company. The Management may change investment strategies or Company operations from time-to-time at the sole discretion of the Management without input of Class A Preferred Share Investors and no assurances can be given that such a change in investment strategy or Company operations would not be adverse to the interests of the Company’s Investors. Further, the Company’s Class A Preferred Shares are non-voting shares and do not possess the right to take part in the conduct or control of any business matter related to or concerning the management of the Company.

The Company's Success Depends on the Performance of Co-Investors, Partners, Distributors, Contractors and Suppliers

The Company will be dependent on our co-investors, corporate partners, distributors, contractors and suppliers during the execution of the business plan including development, construction and operation of the proposed Kiwi’s Mulligan entertainment venue(s). The loss of or lack of performance by the Company’s co-investors, corporate partners, distributors, contractors or suppliers that provide key products or services associated with the acquisition, development, construction or operation of a Company venue could harm the Company's business, financial condition, cash flow and performance. In the event a Company co-investor is unable to timely provide funds in accordance with any investment agreements or construction contracts, the Company may be required to provide additional funds or possibly lose its investment in the project if funds are not available and the project is abandoned. Similarly, in the event that a key supplier of either labor or products to the operations of a senior living community were to be unable to perform their duties, Company may experience increased expenses or possibly the inability to operate until the labor or products are replaced. Loss of or non-performance of a co-investor, corporate partner, distributor, contractor or supplier may cause adverse material effect on Company operating results and financial condition. Consequently, you should not invest in the Company unless you are willing to entrust the Company Manager’s selection of co-investors and the selection and contracting of corporate partners, contractors and suppliers to provide key products and services to the Company properties.

Damage to Reputation Could Negatively Impact our Business, Results of Operations and Financial Condition

The Company’s reputation and the quality of the Company’s brand, operations and facilities are critical to our business success and will be instrumental to the Company’s future success as the Company forms and enters into new products, services and markets. Any incident that erodes confidence in the Company’s brand, operations or facilities could significantly reduce the Company's economic value and damage the Company’s brand, business and future business opportunities. The Company may be adversely affected by any negative publicity, regardless of the source or accuracy of the information. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to the Company’s interests or may be inaccurate, each of which may harm the Company’s brand, performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording the Company an opportunity for redress or correction. The costs to the Company to correct inaccuracies or attempt to repair any reputational damage to Company’s brand, operations or facilities may be significant and require material expenditures over an unknown duration. Reputational damage could result in a material adverse effect on the Company’s brand, business, operating results and financial condition.

Investors Will be Unable to Evaluate Company’s Asset Portfolio Prior to Investment

The Company does not own any real property or other tangible assets prior to or at the time of this Offering. None of the real property or tangible assets in which the Company will invest in or develop are identified at this time; therefore, any potential Investor is unable to review and evaluate the Company’s property or business asset portfolio to determine whether to invest in the Company. However, the general business goals of the Company are to invest in real properties, develop them into operating family-friendly entertainment facilities containing golf-centric activities, meeting places and quality food and beverage establishments as further described herein. The Company may later have a specific, identifiable portfolio of real property and tangible assets which an Investor may be able to review in accordance with the terms and conditions.

The Company Asset Portfolio May Not Be Diversified

The Company’s potential profitability and ability to diversify the Company’s investments may be limited, both geographically and by the type or size of the entertainment facilities the Company intends to operate. The Company will be able to purchase real property and develop additional facilities outside of a limited geographic area only as additional funds are raised or generated from existing operations to execute the Company’s business plan. Given the limited number of viable real property assets in the geographic areas the Company is targeting, the Company’s facilities may not be well diversified either geographically or by type of asset (entertainment, food and beverage) and their economic performance could be affected by changes in local economic conditions or changes uniquely affecting the social or entertainment products and services the Company is offering. Similarly, if adverse environmental events occur such as surface water flooding or an extreme high-wind event impact a wide geographic area in which the Company has real property or an active facility, the Company may incur material expenses or losses associated with those regional assets. The Company’s performance is therefore linked to economic and environmental conditions in the regions in which the Company operates a facility and in the target market for Company’s entertainment product and service offerings generally. Therefore, to the extent that there are adverse economic or environmental conditions in the geographic region in which Company properties are located and the market for the entertainment facility the Company owns, such adverse conditions could result in a material adverse effect on the Company’s business, operating results and financial condition.

7

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each Investor must acquire the Preferred Shares for investment purposes only and not with a view towards sale or distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of Class A Preferred Shares. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from the Company, limitations on the percentage of Preferred Shares sold and the manner in which they are sold. The Company can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to the Company, stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Company’s Class A Preferred Shares and no market is expected to develop. Consequently, owners of Class A Preferred Shares may have to hold their investment indefinitely and may not be able to liquidate their investments in the Company or pledge them as collateral for a loan in the event of an emergency. Further, additional limitations on any potential or contemplated transfer of Class A Preferred Shares are expressly defined in the Company’s Amended and Restated Certificate of Incorporation and Stockholder Agreement.

Broker Dealer Sales of Preferred Shares

The Company’s capital stock shares, including the Class A Preferred Shares, are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. No assurance can be given that the Class A Preferred Shares, or any class of Company capital stock shares, will ever qualify for inclusion on the NASDAQ System or any other trading market. As a result, the Company’s Class A Preferred Shares are covered by a Securities and Exchange Commission rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and may also affect the ability of Investors to sell their Class A Preferred Shares in the secondary market.

Long Term Nature of Investment in Company

An investment in the Class A Preferred Shares during this Offering may be long term and illiquid. As discussed above, the offer and sale of Class A Preferred Shares will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration which depends in part on the investment intent of the investors. Further, the sale and transfer of the Class A Preferred Shares are subject to the terms and conditions specified within the Company’s Stockholder Agreement. Prospective purchasers and Investors will be required to represent in writing that they are purchasing the Class A Preferred Shares for their own account as a long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Class A Preferred Shares must be willing and able to bear the economic risk of their investment in the Company for an indefinite time period. It is likely that any Investor will not be able to liquidate their investment in the Class A Preferred Shares the event of an emergency.

No Current or Expected Future Market for Preferred Shares

There is no current market for the Class A Preferred Shares offered in this Offering and no market for any class of Company capital stock shares is expected to develop in the near future. Further, the sale and transfer of the Class A Preferred Shares are subject to the terms and conditions specified within the Company’s Stockholder Agreement which may foreclose opportunities to sell or transfer Class A Preferred Shares to parties other than those identified and prioritized in the Stockholder Agreement.

Offering Price

The Offering price of the Class A Preferred Shares being offered by the Company was arbitrarily established by the Company, considering such matters as the state of the Company’s business development and the general condition of the industry in which it intends to operate. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to the Company.

Compliance With Securities Laws

The Class A Preferred Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Delaware securities laws, and other applicable state securities laws. If the sale of Class A Preferred Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Class A Preferred Shares. If a number of purchasers were to obtain rescission, the Company would face significant financial demands which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

8

Lack Of Firm Underwriter

The Class A Preferred Shares are offered on a “best efforts” basis by the Company, Directors, Officers and employees without compensation and on a “best efforts” basis through a FINRA registered broker-dealer via a Participating Broker-Dealer Agreement with the Company. Accordingly, there is no assurance that the Company or any FINRA broker-dealer will sell the maximum Class A Preferred Shares offered or any lesser amount.

The U.S. Securities and Exchange Commission (SEC) Does Not Pass Upon the Merits of the Securities or the Terms of the Offering, Nor Does the SEC Pass Upon the Accuracy or Completeness of any Offering Document or Literature

Potential Investors should not rely on the fact that a Form 1-A, filed by the Company with the SEC providing notice of an exempt offering of securities under Regulation A of the Securities Act, is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering.

Projections: Forward Looking Information

The Company’s Management has prepared projections regarding the Company’s anticipated financial performance. The Company’s projections are hypothetical and based upon factors influencing the business of the Company. The projections are based on Management’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by the Company’s independent accountants. These projections are based on several assumptions, set forth therein, which the Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due to the inevitable occurrence of unanticipated events and circumstances beyond the Company’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in revenues and expenses are necessarily speculative in nature.

In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into the Company’s target market of additional competitors, the terms and conditions of future capitalization, and the many other risks inherent to the Company’s business. While the Company’s Management believes that the projections accurately reflect possible future results of the Company’s operations, those results cannot be guaranteed.

The Company’s Success Will Depend Upon the Acquisition and Development of Real Property and the Company May be Unable to Consummate Land Acquisition or Development on Advantageous Terms, and the Company’s Venues May Not Perform as Expected

The Company intends to acquire, develop, construct and operate real property assets in the form of family-friendly golf-centric entertainment venues which will include food and beverage amenities. The acquisition of real property entails various risks, including the risks that the real estate assets may not perform as expected, that Company Management may be unable to quickly and efficiently integrate any newly developed assets into its existing operations, and the cost estimates for the development, construction, and operation of any new or existing Company entertainment facility may prove inaccurate. These economic risks may result in material adverse effects on Company’s business, operating results and financial condition.

Reliance on Management’s Selection of Appropriate Properties and Venue Investments

The Company’s ability to achieve its investment objectives is dependent upon the performance of the Management team in the selection of appropriate real property for acquisition and development into the family-friendly entertainment venue and all of the various attributes that are proposed to be included in the Kiwi’s Mulligan venue(s). Investors in the Class A Preferred Shares offered will have no opportunity to evaluate the terms of any proposed real property transaction(s) for the proposed Kiwi’s Mulligan entertainment venue(s) or other terms concerning Company’s investment into the various attributes in the venue(s) including, but not limited to, the finishes inside the venue(s), the equipment and systems, product and service offerings, and integration of technologies into the venue(s). Investors in the Class A Preferred Shares must rely entirely on the Management’s knowledge, skill and ability and advisors in their processes related to real property selection and investment in the various attributes of the Kiwi’s Mulligan entertainment venue(s).

9

Company Expects to Invest in Facilities Operating in a Highly-Regulated Environment

The Company expects to invest in facilities containing public-accessible family entertainment as well as food and beverage amenities that when being constructed, and thereafter operating, are subject to a wide range of Federal, State, and local laws and regulations. The Kiwi’s Mulligan entertainment venue(s) in which the Company intends to invest are highly regulated by government entities and rules including, but not limited to, building departments and construction codes; health and fire codes and inspections; food storage and preparation codes and inspections; hazardous material identification and storage; elevator licensing and inspections; and liquor licensing and inspections. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against the Company, which may adversely impact the Company’s business, results of operations and financial condition.

Competition May Increase Costs or Decrease Revenue, Income and Rates of Return

The Company may experience competition from other developers of real property, sophisticated investors supporting or participating in those competing real-property developers and other commercial venues that may directly or indirectly offer alternate forms of entertainment or food and beverage services. The Company will compete against other potential purchasers of high-quality commercial properties leased to credit-worthy tenants, developers of residential properties and long-term holders of potentially developable land, and because of numerous economic factors, there may be greater competition for real property of the type in which the Company will seek to acquire and develop into its entertainment venues. Some of these competing entities may have greater financial and other resources allowing them to compete more effectively than the Company. This competition may result in Company paying higher prices to acquire and develop real properties than it otherwise would, or Company may be unable to acquire properties that Manager believes meet its investment objectives and are otherwise desirable investments. Market competition for real property acceptable for the Company’s intended purpose could result in a material adverse effect on the Company’s return on investment, operating results and financial condition.

Competition from other operating entities in the family-oriented entertainment industry may increase the costs of labor and products for the Company’s venues and thereby decrease the income and cash flows from operation of the venues owned and operated by the Company. Competition from alternate forms of entertainment or food and beverage providers may decrease the demand for the Company’s entertainment venue thereby decreasing revenues, income and potentially cash flows to the Company which could decrease the economic value of the Company. These potential cost increases or the possible revenue, income, cash flow, return on investment and Company valuation decreases due to the various forms of competition to the Company may result in a material adverse effect on the Company’s business, operating results and financial condition.

Delays in Real Property Development, Construction or Operations May Increase Costs

Delays the Company may encounter in the development of a Kiwi’s Mulligan entertainment venue or generally any type of real property include, but are not limited to, government-related delay such as the permitting, inspection or certificate-of-occupancy processes; construction-related delays such as weather, adverse site conditions and material- or labor-supply disruptions; and finance-related delays such as extended due diligence processes, funding and closing procedures. Delays in initiating, constructing, completing a Company venue or defer the operation, either in whole or in part, of a Company venue may result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Property Investments are Not as Liquid as Other Types of Assets, Which May Reduce Economic Returns to Investors

Real property and “brick and mortar” operating venue investments are not as liquid as other types of investments, and this lack of liquidity may limit the Company’s ability to react promptly to changes in economic, financial, investment or other conditions. These illiquidity risks could arise from weakness in, or even the lack of, an established market for the Company’s asset(s), changes in the financial condition or prospects of prospective purchasers, changes in local, regional national or international economic conditions, and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located. The Company may be unable to realize its investment objectives by sale, other disposition or refinance any existing indebtedness at attractive prices or rates within any given period of time or may otherwise be unable to complete any exit strategy. In addition, significant expenditures associated with real property and operating venues, such as mortgage payments, real estate taxes and maintenance costs, utility expenses are generally not reduced when adverse economic circumstances cause a reduction in revenues, income or cash flow from the real property and operating venue investment. Thus, the Company’s ability at any time to sell or liquidate a Company asset(s) or exit its real property or operating entity investment may be restricted. This lack of liquidity may limit the Company’s ability to vary its operations or investments promptly in response to rapid changes in economic financial, investment or other conditions and, as a result, could cause a material adverse effect on the Company’s business, operating results and financial condition. 

10

Terms of New or Renewal Contracts May Result in a Reduction in Income and Valuation

The terms of any new or renewal contracts at the Company’s entertainment venue(s) with product or service vendors, such as food suppliers or firm providing operations management, may be less favorable to Company than the initial or preceding contract terms. Certain significant expenditures that Company, as a real property owner, may be responsible for, such as loan payments, real estate taxes, utilities and maintenance costs generally are not reduced as a result of a reduction in Company revenues. Similarly certain significant expenditures that Company, as a party to a product or service contract, may be responsible for, such as minimum royalty payments, minimum product order amounts, fixed-cost service contracts or maintenance contract costs generally are not reduced as a result of a reduction in Company revenues. If contract values for products and services increase while the Company’s venue revenue, income and cash flows do not increase proportionally or in sufficient amounts to cover the increased contract value costs, the Company may experience decreases in operating income, cash flow and asset valuations. Changes in product and service contracts may result in a material adverse effect on the Company’s business, operating results and financial condition.

Real Property Acquired by the Company May Have Liabilities or Other Encumbrances

The Company intends to perform appropriate due diligence for each parcel of real property it seeks to acquire, develop and operate as a Kiwi’s Mulligan entertainment venue. The Company also will seek to obtain appropriate representations and indemnities from real property sellers with respect to such properties proposed to become Company entertainment venues. The Company may, nevertheless, acquire real property that are subject to uninsured liabilities or that otherwise have encumbrances potentially affecting their value. In some instances, Company may have only limited or perhaps even no recourse for any such liabilities or other encumbrances or, if Company has received indemnification from a seller, the resources of such seller may not be adequate to fulfill the seller’s indemnity obligation(s). As a result, the Company could be required to resolve or cure any such liability or other encumbrance, and such efforts and expenses could have an adverse effect on Company’s capital resources or cash flow available to meet other expenses, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

The Company May be Subject to Risks from the Use of Borrowed Funds

The Company expects at various times during execution the execution of its business plan to acquire and develop real property and thereafter construct and operate the Kiwi’s Mulligan entertainment venue(s) by borrowing funds and incurring various forms of indebtedness. Company may also incur or increase its indebtedness by obtaining loans secured by its real property in order to use the proceeds for further development of the property, construction of the Kiwi’s Mulligan entertainment venue(s) or other Company business purpose. In general, for any particular Kiwi’s Mulligan entertainment venue, the Company expects that the venue’s revenues and cash flow will be sufficient to pay the cost of mortgage indebtedness, in addition to the operating and related costs of the venue. However, if there is insufficient cash flow from the venue, the Company may be required to use funds from other sources to make the required debt service payments, which generally would reduce the amount available for Company operations and reduce any amount available for distribution to Investors. The incurrence of mortgage or secured indebtedness increases the risk of loss from Company’s investments since one or more defaults on any mortgage loan(s) secured by real property or any other Company asset could result in foreclosure of those mortgage or secured loan(s) by the lenders with a resulting loss of Company’s investment in the real property or asset securing the loans. For tax purposes, a foreclosure of one of Company’s real properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the indebtedness secured by the mortgage. If that outstanding balance exceeds Company’s tax basis in the property, the Company would be expected to recognize a taxable gain as a result of the foreclosure, but the Company would not receive any cash proceeds as a result of the foreclosure transaction. This foreclosure and potential realized capital gain without resulting cash flows to the Company would result in a material adverse effect on the Company’s business, operating results and financial condition.

Mortgage loans or other financing arrangements with balloon payments in which all or a substantial portion of the original principal amount of the loan is due at maturity, may involve greater risk of loss than those financing arrangements in which the principal amount of the loan is amortized over its term. At the time a balloon payment is due, Company may or may not be able to obtain alternative financing on favorable terms, or at all, to make the balloon payment or to sell sufficient assets in order to make the balloon payment out of the asset sale proceeds. If interest rates are higher when the Company obtains replacement financing for its existing loans, the cash flows from its operations could be materially reduced, as well as the amounts Company may be able to distribute to its Investors. In some instances, the Company may only be able to obtain recourse financing, in which case, in addition to the real property or other assets securing the loan, the lender may also seek to recover against the Company’s other assets for repayment of the debt. Accordingly, if the Company does not repay a recourse loan from the sale or refinancing of real property or other assets securing the loan, the lender may seek to obtain repayment from one or more of Company’s other assets. The forced sale of Company assets to pay a balloon principal payment or a recourse loan would result in a material adverse effect on the Company’s business, operating results and financial condition.

Uninsured Losses Relating to Real Property May Adversely Affect Company

The Company will attempt to ensure that all of the Company’s assets and operations are comprehensively insured (including but not limited to liability, fire, and extended coverage) in amounts sufficient to permit replacement of the asset in the event of a total loss or cover incurred liabilities, subject to applicable deductibles. However, to the extent of any such deductible is incurred and in the event that any of the Company’s assets incurs a casualty loss or operating liability which is not fully covered by insurance, the value of the Company’s assets will be reduced by any such loss or liability. Also, certain types of losses, generally of a catastrophic nature, resulting from, among other things, earthquakes, floods, tornados, hurricanes, riots, mayhem or terrorist acts may not be insurable or even if they are, such losses may not be insurable on terms commercially reasonable to the Company. Further, the Company may not have a sufficient external source of funding to repair, reconstruct or replace a damaged asset or pay the outstanding liability; there can be no assurance that any such source of funding will be available to the Company for such purposes in the future. In the event of a loss or liability not covered by insurance policies the Company could experience a material adverse effect on the Company’s business, operating results and financial condition.

11

Implementation of or Increases in Tariffs, Trade Restrictions or Taxes on the Company’s Products May Cause Adverse Material Effects on the Company

The Company’s proposed supply chain and products it intends to utilize in the develop and operation of the Kiwi’s Mulligan entertainment centers makes it subject to tariffs, trade restrictions and other taxes when the products and material it purchases cross international borders. If heightened tariffs or trade restrictions were to be imposed in the future, the Company may not be able to mitigate the impacts of the tariffs or trade restrictions, and the Company could experience material adverse effects on the Company’s business, operating results and financial condition.

Environmental Regulation and Issues, Certain of Which the Company May Have No Control Over, May Adversely Impact the Company’s Business

Federal, State, City and local environmental laws, ordinances and regulations impose environmental controls, disclosure rules and zoning restrictions which directly impact the use, or sale of real property. Such laws and regulations tend to discourage sales and leasing activities and mortgage lending with respect to some properties and may therefore adversely affect Company specifically, and the real estate industry in general. A current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Failure by the Company to uncover and adequately protect against environmental issues in connection with the acquisition or development of real property may subject Company to liability as the buyer of such real property or asset. Environmental laws and regulations impose liability on current or previous real property owners or operators for the cost of investigating, cleaning up or removing contamination caused by hazardous or toxic substances at the property. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures.

Liability for environmental issues can be imposed even if the original actions were legal and Company had no knowledge of, or was not responsible for, the presence of the hazardous or toxic substances. Environmental laws provide for sanctions in the event of non-compliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. In connection with the development and ownership of real property, the Company may be potentially liable for compliance-related costs. The cost of defending against claims of liability, complying with environmental regulatory requirements or remediation any contaminated property could materially adversely affect the business, assets or results of operations of the Company. Company may also be held responsible for the entire payment of the liability if Company is subject to joint and several liability and the other responsible parties are unable to pay. Further, Company may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site. Insurance for such environmental matters may not be available or available on terms acceptable to Company. Environmental issues and matters could result in a material adverse effect on the Company’s business, operating results and financial condition.

Americans with Disabilities Act (ADA) Compliance

Under the Americans with Disabilities Act of 1990 (the “ADA"), all publicly accessible properties are required to meet certain federal requirements related to access and use by disabled persons. Properties developed and constructed by the Company may not be in full compliance with the ADA or future amendments to the ADA. If a property is not in compliance with the ADA, the Company may be required to make modifications to the facility to bring it into compliance with the ADA, or face the possibility of imposition, or an award, of damages to private litigants. In addition, changes in governmental rules and regulations or enforcement policies affecting the use or operation of any Company facility, including changes to building, fire and life-safety codes, food storage or handling regulations, may occur which could result in the Company experiencing increased expenses or capital investment and cause a material adverse effect on the Company’s business, operating results and financial condition.

Adverse Weather Events Could Cause Property Damage, Increase Costs or Delay Projects

Real property owned or invested in by Company may experience adverse weather events, such as but not limited to extended, extreme low temperature freezing, surface water flooding, or a storm event which could cause direct or indirect damage to the Company’s real property asset(s) or materially delay the development or construction of a Company facility. Direct or indirect damage caused during adverse weather events may require unanticipated repairs, maintenance, and cessation of operations, all of which could increase costs or decrease revenue for the Company and reduce profitability or the value of a Company asset. Even if insurance policies cover the specific event that causes the property damage or economic loss(es), the expense of any applicable deductible and the damage repair or loss of property use may not be fully covered by insurance, and the value of Company’s asset(s) will be reduced by any such loss(es). Company may be required to expend funds to remedy damage to the facility, delay or increase the cost of development or construction, or possibly cause the Company to abandon the development or construction of a Company facility. Adverse weather events could result in a material adverse effect on the Company’s business, operating results and financial condition. 

12

Loss of Property Utilities Could Cause Property Damage and Increase Costs

A Company venue may experience either short-term or long-term loss of utilities such as electric, natural gas, potable water, wastewater sewer and storm sewer systems. In the event there is a loss of electric or natural gas utilities during a sustained period of below-freezing temperatures, the loss of heating systems could cause direct or indirect damage to Company’s real estate assets. Similarly, failure of a storm sewer system neither owned nor controlled by the Company during a high-rainfall event may cause flooding either in the vicinity of, on or inside a Company facility thereby causing direct or indirect damage to the Company’s asset due to flooding that may not be covered by an insurance policy. Loss of electricity for an extended period of time can shut down air-conditioning systems allowing humidity levels to increase and environmental conditions conducive to mold growth. Such direct or indirect damage may require unanticipated repairs, maintenance, and potential inability to operate, all of which could increase costs or decrease revenue for Company and negatively impact its profitability. Insurance policies may cover the event causing the property damage, though the expense of any deductible and the damage repair or loss of property use may not be fully covered by insurance, the economic value of the Company’s asset(s) may be reduced by any such loss(es). Loss of utilities, especially for an extended period of time, could result in a material adverse effect on the Company’s business, operating results and financial condition.

Presence of Harmful Mold or Radon Gas Could Require Increased Maintenance Expenses or Potential Costs of Remediation

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant or specific-types of mold at any of Company’s facilities could require the Company to undertake a costly remediation program to contain or remove the mold from the affected areas of the facility. In addition, the presence of significant or certain types of mold could expose Company to liability from its customers, agents or employees if health concerns arise. The presence of excessive mold or certain types of mold at a Company facility could result in a material adverse effect on the Company’s business, operating results and financial condition.

Radon is a naturally occurring radioactive gas caused by the degradation of uranium in soil, found in low-average concentrations in ambient air, can increase in concentration inside an enclosed structure and recognized as a cause of lung cancer. Laws regarding testing and disclosure of radon-related information known to a property owner or landlord to prospective buyers or tenants are different in, and specific to, each state. The USEPA has set an indoor air concentration of four (4.0) pCi/L as a threshold in which remedial action to lower the indoor air concentration should be instituted. While no uniform radon testing, disclosure or remediation requirements currently exist across all states, some states and financial institutions do require or compel radon testing and remediation systems where site conditions require compliance with regulatory or lender requirements. Future radon-related compliance activity, liabilities or potential sanctions could result in a material adverse effect on the Company’s business, operating results and financial condition.

Terrorist Attacks, Acts of Violence or War May Affect the Industry or Region in Which the Company Operates

Terrorist attacks, acts of violence, riots, mayhem or war may harm a Company’s entertainment venue or results of operations and, either directly or indirectly, an Investor’s investment. There can be no assurance that there will not be more terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly or indirectly impact the value of the property Company owns and operates or that secures Company loans. Losses resulting from these types of intentional and violent events may be uninsurable or not insurable to the full extent of the loss suffered. Moreover, any of these events could cause local or regional consumer confidence and spending to decrease or result in increased volatility in the local, regional or national and worldwide financial markets and economies. These types of events could also result in economic uncertainty in the location or region of the events or the United States as nation or abroad. Adverse economic conditions resulting from terrorist activities could reduce demand for the Company’s entertainment products and services due to the adverse effect on the local, regional or national economy and thereby reduce the economic value of the Company’s facilities and operations. Terrorist attacks, riots, mayhem or other violent events could result in a material adverse effect on the Company’s business, operating results and financial condition.

Company Will be Subject to Risks Related to the Geographic Location of the Company Facility

Company intends to acquire, develop, and operate assets affixed to real property. If the commercial real estate markets or general economic conditions in the geographic area of a Company entertainment venue declines, the Company may experience a greater rate of decrease in the value of the Company property or the demand for the Company’s entertainment products and services by consumers in the geographic area could decline. Similarly, environmental, weather or any other extreme event such as mayhem or riots can affect the region or specific location in which a Company owns or operates a real property. Any of these regional events or trends could materially adversely affect the Company’s business, financial condition or results of operations. 

13

Unforeseen Changes and Risks

While the Company has enumerated certain material risk factors herein, it is impossible to know and recognize all potential risks to the Company’s business which may arise in the future. In particular, Investors may be negatively affected by changes in any of the following: (i) laws, rules, and regulations governing the Company’s business; (ii) regional, national, and/or global economic factors and trends; (iii) the capacity, circumstances, and relationships of customers, partners or suppliers to the Company; (iv) general changes in financial or capital markets, including (without limitations) changes in interest rates, investment demand, valuations, or prevailing equity or bond market conditions; or (v) the presence, availability, or discontinuation of any economic or tax-related incentive.

Potential Conflicts of Interest

Potential conflicts of interest exist among Company, Management and potential Investors in the Class A Preferred Shares. Company Management are the owners of the Company’s Class A Common Stock which possess voting rights and therewith the ability to govern the Company whereas the Class A Preferred Shares do not possess voting rights or the ability to govern the Company in instances when a shareholder vote is required. See also “Conflicts of Interest” below.

COVID-19 and Future Pandemics

In December 2019, the 2019 novel coronavirus (“Covid19”) surfaced in Wuhan, China. The World Health Organization (“WHO”) declared a global emergency on January 30, 2020, with respect to the outbreak and several countries, including the United States, initiated travel and social gathering restrictions. On May 5, 2023, the WHO declared Covid19 is now an established and ongoing health issue which no longer constitutes a public health emergency. The final impacts of the outbreak, and economic consequences, are unknown and still evolving. The Covid19 health crisis adversely affected the U.S. and global economy, resulting in an economic downturn. A similar new pandemic occurrence could impact the demand for, or prevent the provision of, the Company’s entertainment products and services. The future impact of the outbreak remains highly uncertain, cannot be predicted and there is no assurance that any future outbreak will not have a material adverse impact on the future operations and results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus or other rapidly transmitted viruses. Any future novel virus or pandemic could result in a material adverse effect on the Company’s business, operating results and financial condition.

Changes in Governmental Rules and Regulations Could Affect Company’s Operations 

Changes in governmental rules and regulations or enforcement policies affecting the use or operation of the Company’s entertainment venue(s), including but not limited to changes in building, fire and life-safety codes, food preparation, storage or service regulations may occur which could have adverse consequences on Company operations, which in turn could result in a material adverse effect on the Company’s business, operating results and financial condition.

Cyber Security Threats, Attacks and Other Disruptions Could Negatively Impact Company

The Company may face advanced and persistent attacks on the Company’s communications, information or payment processing infrastructure where the Company manages and stores various proprietary information and sensitive/confidential data relating to Company operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack Company operations, products, services or otherwise exploit any security vulnerabilities associated with them. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate Company network security and misappropriate or compromise confidential information or that of Company customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that the Company produces or procures from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the Company’s information or payment infrastructure. A disruption, infiltration or failure of Company information or payment infrastructure systems or any of Company data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could materially adversely affect the Company’s business, results of operations and financial condition.

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Tax Risks to Investors Due to Company Structure and Designations

There are a number of substantial federal income tax risks relating to the intended business of Company and which affect the advisability or suitability in investing in Class A Preferred Shares of this Offering. No rulings have been sought from the Internal Revenue Service (IRS) with respect to any tax-related matters and each potential Investor should consult his, her or the entity’s own tax advisor as to the relevant tax considerations and as to how those considerations may affect any investment and to determine whether an investment in Company is a suitable investment for that person or entity. Set forth below are some of the tax risks relating to an investment in Company and this list is intended to be informative through not all-inclusive regarding tax-related matters. POTENTIAL INVESTORS ARE NOT TO CONSTRUE ANY OF THE CONTENTS OF THIS OFFERING CIRUCLAR AS TAX ADVICE AND ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS CONCERNING THE TAX ASPECTS RELATING TO AN INVESTMENT IN COMPANY.

Significant and fundamental changes in the federal income tax laws have been made in recent years and additional changes are likely in the future. Any such change may affect the Company and its shareholders. Moreover, judicial decisions, regulations, or administrative pronouncements could unfavorably affect the tax consequences of an investment in the Company.

RISKS RELATED TO EMPLOYEE BENEFIT PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties

There are special considerations that apply to investing in the Company’s Class A Preferred Shares on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company’s Preferred Shares, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Class A Preferred Shares constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

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DILUTION

Dilution means a reduction in value, control or earnings of the capital shares the investor owns.

Immediate dilution

An early-stage company typically sells its capital shares (or grants options over its capital shares) to its founders and early employees at a very low cash cost because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their capital shares than the founders or earlier investors, which means that the cash value of the new investor’s stake is diluted because all the capital shares are worth the same amount, and you paid more than earlier investors for your capital shares in the company. If you invest in the Class A Preferred Shares, your interest will be diluted immediately to the extent of the difference between the offering price per share of Class A Preferred Stock and the pro forma net tangible book value per share of Class A Preferred Stock after this offering.

If you purchase Class A Preferred Shares in this offering, your ownership interest in the Company’s Class A Preferred Shares will be diluted immediately, to the extent of the difference between the price to the public charged for each Class A Preferred Share in this offering and the net tangible book value per share of the Class A Preferred Shares after this offering.

As of December 31, 2024, the net tangible book value of the Company was a shareholders deficit of twelve thousand six hundred fifty-two U.S. dollars ($12,652). Based on the total number of issued and outstanding shares of Common Stock as of the date of the offering, nine million six hundred thousand (9,600,000) Class A Common Stock shares, the net tangible book value of the Company equates to a shareholder’s deficit of approximately $0.0013 per share of Common Stock on a pro forma basis. Net tangible book value per share consists of stockholders’ aggregate deficit divided by the total number of shares of Company capital stock outstanding. Without giving effect to any changes in such net tangible book value after December 31, 2024, other than to give effect to the sale of nine million six hundred thousand (9,600,000) shares of Class A Preferred Shares being offered by the Company in this Offering for a total gross subscription amount of forty-eight million U.S. dollars ($48,000,000), the pro forma net tangible book value, assuming the full subscription amount, would be approximately $47,987,348. Assuming full subscription of the Class A Preferred Shares offering of nine million six hundred thousand (9,600,000) shares and the issued and outstanding nine million six hundred thousand (9,600,000) Class A Common Stock shares, a total of nineteen million two hundred thousand shares (19,200,000) equates to an approximate tangible net book value of $2.4993 of per capital share.

Thus, if the Offering is fully subscribed, the net tangible book value per share of Common Stock owned by the Company’s current stockholders will have immediately increased by approximately $2.5007 without any additional investment on their behalf and the net tangible book value per Preferred Share for new investors will be immediately diluted by $2.5007 per share. These calculations do not include the costs of the Offering, and such expenses will cause further dilution.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the Class A Preferred Shares offered for sale in this Offering (without deducting estimated offering expenses):

(1) Based on net tangible book value of the Company, as of December 31, 2025, of $(12,652) and 9,600,000 outstanding shares of Class A Common Stock as of the date of this Offering.

The Company may engage in other financings including future equity raises. In the event the Company sells equity securities subsequent to an Investor’s purchase of the Class A Preferred Shares through this Offering or future offerings, the Investor’s proportionate ownership of the Company will be further diluted.

Future dilution

Another important way of looking at dilution is the dilution that occurs due to potential future actions by a company. An investor’s stake in a company could be diluted due to the company issuing additional capital stock shares. In other words, when the company issues more shares, the percentage of the company that the investor owns will decrease, even though the value of the company may increase. An investor will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a capital stock offering (such as an initial public offering, a crowdfunding round, a venture capital round, or private-placement angel investment), employees or another third-party exercising stock options, or by the conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into capital stock.

If a company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned by the company per share (though this typically occurs only if the company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings back into the company).

The type of dilution that affects early-stage investors most often occurs when the company sells more capital shares in a “down round,” meaning the capital shares are sold at a lower company valuation than in earlier offerings. An example of how this “down round” dilution might occur is as follows (the numbers provided herein are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into capital shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors (i.e., the converting notes get more capital shares than the new investors would for the same amount). Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a capital share price ceiling. Either way, the holders of the convertible notes get more capital shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors, because the holders of the convertible notes get more capital shares for their funds. Investors should pay careful attention to the number of convertible notes that the company has issued (and may issue in the future, and the terms of those notes.)

If you are making an investment in a company expecting to own a certain percentage of the company or expecting each capital share to hold a certain amount of value, it is important to understand and realize how the economic value of those capital shares can decrease by actions taken by the company. Dilution can make material changes to the economic value of each capital share, the ownership percentage of the capital shares, the voting control afforded by the capital shares, and the earnings per capital share.

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PLAN OF DISTRIBUTION

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to invest.kiwismulligan.com (the “Platform”) to invest. The Company has engaged Texture Capital, Inc. (“Texture”), an independent FINRA broker-dealer to assist with the Class A Preferred Shares sales in exchange for a one (1%) commission fee on the aggregate Class A Preferred Shares sales not to exceed four hundred eighty thousand dollars ($480,000). Texture will be entitled to an additional five percent (5%) Direct Sales commission fee for capital directly raised by Texture up to thirty million dollars ($30,000,000) of Class A Preferred Shares, Direct Sales commission fee to Texture not to exceed one million five hundred thousand U.S. dollars ($1,500,000). Texture will also be providing the Company with Investor Relations Services for additional compensation in the form of a monthly fee commencing the month after FINRA issues a “No Objection Letter” in the amount of two thousand dollars ($2,000.00) the first month, three thousand dollars ($3,000.00) the second month, and four thousand dollars ($4,000.00) each month thereafter plus one percent (1%) of the gross proceeds from the sale of securities resulting from Investor Relations Services not to exceed five hundred twenty-five thousand dollars ($525,000). The total compensation amount payable to Texture via aggregate sales commissions, Direct Sales commissions and Investor Relations Services fees is not to exceed two million five hundred five thousand dollars ($2,505,000).

The Company has also engaged Andes Capital Group, LLC (“Andes Capital”), an independent FINRA broker-dealer, to assist the Company as a placement agent for Class A Preferred Shares sales in exchange for a five percent (5%) Direct Sales commission fee for capital directly raised by Andes Capital. Andes Capital will direct prospective Investors to the Platform and receive its Class A Preferred Shares sales commission fee from Texture through implementation of a Commission Sharing Agreement by and between Texture and Andes Capital for its sales assistance to the Company during this Offering.

The Offering is conducted on a “best-efforts” basis. No Commissions or any other remuneration for the Preferred Shares sales will be provided to the Company, the Directors, any Officer, or any employee of the Company, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended.

The Company will not limit or restrict the sale of the Class A Preferred Shares during this twelve (12) month Offering period other than the investor suitability standard qualifications and restrictions specified above. No market exists for the Class A Preferred Shares or any other class of Company capital stock and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the Company securities to be offered.

The Company, Directors, Officers, and employees are primarily engaged in the Company’s business of corporate development and management, and none of them are, or have ever been, brokers nor dealers of securities in the United States. The Company, Directors, Officers, and employees will not be compensated in connection with the sale of securities through this Offering. The Company believes that the Directors, Officers, and employees, if any, are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Director, Officer, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Director, Officer, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Director, Officer, or employee is an associated person of a broker or dealer; (4) the Directors, Officers, and employees, if any, primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no Director, Officer, or employee has acted as a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no Director, Officer, or employee will participate in selling this Offering after more than twelve (12) months from the Effective Date of the Offering.

Texture has agreed to act as placement agent to assist in connection with this Offering. Texture is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. However, Texture has agreed to use their best efforts to arrange for the sale of the Class A Preferred Shares offered through this Offering Circular.

Andes Capital has also agreed to act as placement agent to assist the Company in connection with this Offering. Andes Capital is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities. However, Andes Capital has also agreed to use their best efforts to arrange for the sale of the Class A Preferred Shares offered through this Offering Circular.

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download twenty-four (24) hours per day, seven (7) days per week on the Company’s Platform at invest.kiwismulligan.com and via of the EDGAR filing system.

The following table shows the total discounts and commissions payable to Texture in connection with this Offering by the Company:

Other Broker-Dealer Terms

Texture has also agreed to perform the following services in exchange for the compensation discussed above:

1. Act as the Broker of Record for SEC Form 1-A, FINRA Rule 5110 filing,
2. Consult regarding fundraising strategy, development of messaging, and advise on pitch deck content,
3. Identify prospective Investors and arrange introductions,
4. Assist with use of the Client Platform website where potential and current Investors begin the process of on-boarding/investing by entering their interest, required personal information and review and sign all Offering related documentation,
5. Coordination with the registered transfer agent, escrow agent, and legal partners of the Company,
6. Performing Anti-Money Laundering (AML)/Know Your Customer (KYC) checks on all Investors,
7. Coordinate with 3rd party providers to assist with filing of Blue Sky state notice filings,
8. Actively follow up with leads generated by the Company’s marketing efforts with a view to either finalizing the investment or scheduling a meeting with Company’s management team (“Investor Relations”), and 
9. Providing other financial advisory services normal and customary for Regulation A offerings as may be mutually agreed upon by Texture and the Company.