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Life settlement investment fund

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MKG Enterprises Corp Life Settlement Investors (the “Life Settlement Investment Company”) is a California C-Corporation. The Chief Executive Officer and Chief Financial Officer of MKG Enterprises Corp (the “Life Settlements Fund Administrators”).



The company will primarily purchase existing life insurance policies that are in-force in target markets throughout the United States. While MKG Enterprises Corp Life Settlement Investors will typically only invest in Life Settlements, the Exempt Offering may opportunistically invest in life insurance policies, purchase existing insurance agencies and Registered Investment Advisors book of business, with a strict focus on adhering to conservative loan-to value characteristics. The (Company) MKG Enterprises Corp Life Settlement Investors also, either directly, or through special purpose vehicles (SPV’s), make private market security investments in Regulation D Offerings, Regulation A+ Offerings in targeted markets throughout the United States. The (Company) MKG Enterprises Corp may also take any action incidental and conducive to the furtherance of the aforementioned purposes.



•Private Market Securities Investing



•Life Settlement Investment Fund (LSI Fund)


The (Company) MKG Enterprises Corp Life Settlement Investors is hereby offering to investors ("Investors"), pursuant to this Private Placement Memorandum ("Memorandum"), an opportunity to purchase existing life insurance policies “Life Settlements” (" Life Settlement Common Stock") and/or Life Settlements Investment (“LSI”) in the (Company) Life Settlement Investment Fund in the minimum aggregate amount of Five Hundred Dollars ($500) for Life Settlement Common Shareholder (LSCS) and in the minimum aggregate amount of Five Thousand Dollars ($5,000) for Life Settlement Preferred Shareholders (LSPS) (the “Minimum Offering Amount”) and up to the maximum aggregate amount of One Hundred Twenty Five Million Dollars ($125,000,000) (the “Maximum Offering Amount”) (the "Offering"). The (Company) has the sole discretion to raise the Maximum Offering Amount, to accept investments in a lesser amount or require a higher amount. SEC Filings Investors may not only be subject to prepayment risk, but also exposed to significant market, liquidity, and extension risk.

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Life settlement investment fund

  1. 1. MKG Enterprises Corp Life Settlement Investors _____________________________________________________________________________________________________________________ PRIVATE PLACEMENT MEMORANDUM Of a California Corporation 1328 N Wishon Ave, Fresno CA 93728 $125,000,000 Private Placement Life Settlement Investment Fund Life Settlement Common Shareholders & Life Settlement Preferred Shareholders LSCS Investment Fund Amount: $500.00 LSPS Investment Fund Amount: $5,000.00
  2. 2. July 19 , 2018 MKG Enterprises Corp Life Settlement Investors (the “Life Settlement Investment Company”) is a California C-Corporation. The Chief Executive Officer and Chief Financial Officer of MKG Enterprises Corp (the “Life Settlements Fund Administrators”). The company will primarily purchase existing life insurance policies that are in-force in target markets throughout the United States. While MKG Enterprises Corp Life Settlement Investors will typically only invest in Life Settlements, the ​Exempt Offering ​may opportunistically invest in life insurance policies, purchase existing insurance agencies and Registered Investment Advisors book of business, with a strict focus on adhering to conservative loan-to value characteristics. The (Company) MKG Enterprises Corp Life Settlement Investors also, either directly, or through special purpose vehicles (SPV’s), make private market security investments in ​Reg D Offerings, Reg A+ Offerings in targeted markets throughout the United States​. The (Company) MKG Enterprises Corp may also take any action incidental and conducive to the furtherance of the aforementioned purposes. •Private Market Securities Investing •Life Settlement Investment Fund (LSI Fund) The (Company) MKG Enterprises Corp Life Settlement Investors is hereby offering to investors ("Investors"), pursuant to this Private Placement Memorandum ("Memorandum"), an opportunity to purchase ​existing life insurance policies “Life Settlements” (" Life Settlement Common Stock") and/or Life Settlements Investment (“LSI”) in the (Company) ​Life Settlement Investment Fund in the minimum aggregate amount of Five Hundred Dollars ($500) for Life Settlement Common Shareholder ​(LSCS) and in the minimum aggregate amount of Five Thousand Dollars ($5,000) for Life Settlement Preferred Shareholders ​(LSPS) (the “Minimum Offering Amount”) and up to the maximum aggregate amount of One Hundred Twenty Five Million Dollars ($125,000,000) (the “Maximum Offering Amount”) (the "Offering"). The (Company) has the sole discretion to raise the Maximum Offering Amount, to accept investments in a lesser amount or require a higher amount. SEC Filings Investors may not only be subject to prepayment risk, but also exposed to significant market, liquidity, and extension risk. 1​ " NEITHER" THE" SECURITIES" AND" EXCHANGE" COMMISSION" NOR" ANY" STATE" SECURITIES" COMMISSION" HAS" APPROVED" OR" DISAPPROVED" OF" THESE" SECURITIES" OR" PASSED" UPON" THE" ADEQUACY" OR" ACCURACY" OF" THIS" MEMORANDUM." "ANY" REPRESENTATION"TO"THE"CONTRARY"IS"A"CRIMINAL"OFFENSE.""THIS"OFFERING"IS"MADE"IN"RELIANCE"ON"AN"EXEM PTION"FROM" REGISTRATION"WITH"THE"SECURITIES"""AND"""EXCHANGE"""COMMISSION"""PROVIDED"""BY"""SECTION"""4(2)"""OF"""T
  3. 3. HE"""SECURITIES" EXCHANGE"ACT"OF"1933,"AS"AMENDED"(THE"“ACT”),"AND"RULE"506"OF"REGULATION"D"PROMULGATED"THEREUNDER. " "​THIS"INVESTMENT"INVOLVES"A"DEGREE"OF"RISK"THAT"MAY"NOT"BE"SUITABLE"FOR"ALL"PERSONS."ONLY"TH OSE"INVESTORS"WHO" CAN"BEAR"THE"LOSS"OF"THEIR"ENTIRE"INVESTMENT"SHOULD"PARTICIPATE"IN"THE"INVESTMENT." ____________________________________________________________________________________________________________________ TABLE OF CONTENTS SUMMARY OF THE OFFERING.............................................................. 3" DEFINITION OF TERMS........................................................................ 13" STRUCTURE OF MKG ENTERPRISES CORP Life Settlement Fund........................... 16" INVESTMENT OBJECTIVES ..................................................................... 18" THE LIFE SETTLEMENT FUND MANAGE ............................................................ 18" USE OF PROCEEDS AND DESCRIPTION OF BUSINESS ................................ 19" LIFE SETTLEMENT STANDARDS AND UNDERWRITING ............................................. 20" RISK FACTORS ............................................................................... 21" Risks Relating to an Investment in Existing Life Insurance Policies – General ................................. 21" Risks Related to Life Settlement Investing Model .................... 26" Other General Risks of an Investment in the Life Settlement Fund .............................. 28" Risks Specific to Members ....................................................................... 33" Risks Specific to Common Shareholders / Preferred Shareholders .................................................................. 35"
  4. 4. Federal Income Tax Risks ......................................................................... 36" CONFLICTS OF INTEREST ................................................................................ 37" TAX ASPECTS OF THE OFFERING ...................................................................... 40" ERISA CONSIDERATIONS ................................................................................ 41" ADDITIONAL INFORMATION AND UNDERTAKINGS ............................................... 42" MKG Enterprises Corp Life Settlement Investors PRIVATE PLACEMENT MEMORANDUM _____________________________________________________________________________________________________________________ THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE BENEFIT OF AUTHORIZED PERSONS INTERESTED IN THE OFFERING. IT CONTAINS CONFIDENTIAL INFORMATION AND MAY NOT BE DISCLOSED TO ANYONE, OTHER THAN AUTHORIZED PERSONS SUCH AS ACCOUNTANTS, FINANCIAL PLANNERS, OR ATTORNEYS RETAINED FOR THE PURPOSE OF RENDERING PROFESSIONAL ADVICE RELATED TO THE PURCHASE OF SECURITIES OFFERED HEREIN. IT MAY NOT BE REPRODUCED, DIVULGED, OR USED FOR ANY OTHER PURPOSE UNLESS WRITTEN PERMISSION IS OBTAINED FROM THE FIRM. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON EXCEPT THOSE PARTICULAR PERSONS WHO SATISFY THE SUITABILITY STANDARDS DESCRIBED HEREIN. THE SALE OF MEMBERSHIP INTERESTS AND/OR NOTES COVERED BY THIS MEMORANDUM HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS SET FORTH IN SECTION 4(2) OF THE ACT AND RULE 506 OF REGULATION D THEREUNDER. THESE SECURITIES HAVE NOT BEEN QUALIFIED OR REGISTERED IN ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM SUCH QUALIFICATION OR REGISTRATION UNDER STATE LAW. THESE SECURITIES ARE “RESTRICTED SECURITIES” AND MAY NOT BE RESOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT COVERING DISPOSITION OF SUCH MEMBERSHIP INTERESTS IS THEN IN EFFECT, OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO PUBLIC MARKET FOR THE MEMBERSHIP INTERESTS AND/OR NOTES AND NONE IS EXPECTED TO DEVELOP IN THE FUTURE. SUMS INVESTED ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS UPON WITHDRAWAL AND TRANSFER, AND THE MEMBERSHIP INTERESTS AND/OR NOTES OFFERED HEREBY SHOULD BE PURCHASED ONLY BY INVESTORS WHO HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT. NON-U.S. INVESTORS HAVE CERTAIN RESTRICTIONS ON RESALE AND HEDGING UNDER REGULATION S OF THE ACT. DISTRIBUTIONS UNDER THIS OFFERING MIGHT RESULT IN A
  5. 5. TAX LIABILITY FOR THE NON-U.S. INVESTORS. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR OR PENSION CONSULTANT TO DETERMINE HIS, HER OR ITS TAX LIABILITY. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, AND ANY SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON. ANY PROSPECTIVE PURCHASER OF MEMBERSHIP INTERESTS WHO RECEIVES ANY SUCH INFORMATION OR REPRESENTATIONS SHOULD CONTACT THE MANAGER IMMEDIATELY TO DETERMINE THE ACCURACY OF SUCH INFORMATION. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALES HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FIRM OR IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE HEREOF. PROSPECTIVE INVESTORS SHOULD NOT REGARD THE CONTENTS OF THIS MEMORANDUM OR ANY OTHER COMMUNICATION FROM THE LLC AS A SUBSTITUTE FOR CAREFUL AND INDEPENDENT TAX AND FINANCIAL PLANNING. EACH PROSPECTIVE INVESTOR IS ENCOURAGED TO CONSULT WITH HIS, HER, OR ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT AND OTHER PROFESSIONALS WITH RESPECT TO THE LEGAL AND TAX i _____________________________________________________________________________________________________________________ ASPECTS OF THIS INVESTMENT AND WITH SPECIFIC REFERENCE TO HIS, HER, OR ITS OWN TAX SITUATION, PRIOR TO SUBSCRIBING FOR MEMBERSHIP INTERESTS. THE PURCHASE OF MEMBERSHIP INTERESTS AND/OR NOTES BY AN INDIVIDUAL RETIREMENT ACCOUNT ("IRA"), KEOGH PLAN OR OTHER QUALIFIED RETIREMENT PLAN INVOLVES SPECIAL TAX RISKS AND OTHER CONSIDERATIONS THAT SHOULD BE CAREFULLY CONSIDERED. INCOME EARNED BY QUALIFIED PLANS AS A RESULT OF AN INVESTMENT IN THE LLC MAY BE SUBJECT TO FEDERAL INCOME TAXES, EVEN THOUGH SUCH PLANS ARE OTHERWISE TAX EXEMPT. THE MEMBERSHIP INTERESTS AND/OR NOTES ARE OFFERED SUBJECT TO PRIOR SALE, ACCEPTANCE OF AN OFFER TO PURCHASE, AND TO WITHDRAWAL OR CANCELLATION OF THE OFFERING WITHOUT NOTICE. THE MANAGER RESERVES THE RIGHT TO REJECT ANY INVESTMENT IN WHOLE OR IN PART. THE MANAGER WILL MAKE AVAILABLE TO ANY PROSPECTIVE INVESTOR AND HIS, HER, OR ITS ADVISORS THE OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING, THE LLC OR ANY OTHER RELEVANT MATTERS, AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE MANAGER POSSESSES SUCH INFORMATION. THE INFORMATION CONTAINED IN THIS MEMORANDUM HAS BEEN SUPPLIED BY THE MANAGER. THIS MEMORANDUM CONTAINS SUMMARIES OF DOCUMENTS NOT CONTAINED IN THIS
  6. 6. MEMORANDUM, BUT ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCES TO THE ACTUAL DOCUMENTS. COPIES OF DOCUMENTS REFERRED TO IN THIS MEMORANDUM, BUT NOT INCLUDED AS AN EXHIBIT, WILL BE MADE AVAILABLE TO QUALIFIED PROSPECTIVE INVESTORS UPON REQUEST. ii _____________________________________________________________________________________________________________________ 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 Memorandum. This Memorandum, together with the exhibits attached including, but not limited to, the Company Operating Agreement of MKG Enterprises Corp ​(the “Operating Agreement”), a copy of which is attached hereto as Exhibit A, should be read in their entirety before any investment decision is made. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Operating Agreement. If there is a conflict between the terms contained in this Memorandum and the Operating Agreement, then this Memorandum shall prevail. MKG Enterprises Corp Life Settlement Investors is not licensed as a life settlement provider in the states of California, Florida, Texas or other states. MKG Enterprises Corp Life Settlement Investors may also purchase policies in the states of ​Alabama, Michigan, Missouri, South Dakota, South Carolina, Wyoming​, and the ​District of Columbia ​which do not regulate the purchase of life insurance policies by parties such as MKG. MKG Enterprises Corp Life Settlement Investors may also purchase policies from residents of New Mexico if the insured does not suffer from a terminal or life-threatening condition. MKG Enterprises Corp may not currently purchase life insurance policies from any other state, and residents from any state other than those noted above are not eligible for MKG Enterprises Corp Life Settlement Investors and underwriters to review or purchase a policy in its capacity as a provider. MKG Enterprises Corp Life Settlement Investors does not operate in any capacity in the State of California and this site is not intended for California residents. Due to the inevitability of internet to enter States without intention, this website or any other correspondence does not constitute a solicitation for business in any particular State. Void outside the United States and where otherwise prohibited by law. Who can receive a life settlement? ​ Life settlements are financial solutions meant for seniors over the age of 65. In order to qualify to receive a life settlement, senior policyholders must: ​
  7. 7. ● Be over the age of 65, with life expectancy over five years ● Have an active policy with a death benefit of at least $100,000 ● Have had the policy active for at least two years
  8. 8. TRUST ACCOUNT AGREEMENT ​ This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of , 2018 by and between MKG ENTERPRISES CORP., a California corporation (the “Company”) and _______________BANK, N.A., a national banking association, as account agent (the “Account Agent”). RECITALS: ​ WHEREAS​, the Company’s Registration Statement on Form D, File No. 021-282471 (“Registration Statement”), for its initial private placement offering of exempt securities (“PPO”) has been declared effective as of the date hereof by the Securities and Exchange Commission; and WHEREAS, as described in the Company’s Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $5,000,000 of the gross proceeds of the PPO ($15,000,000 if the underwriters over allotment option is exercised in full) will be delivered to the Account Agent (the “Account Property”) to be deposited and held in a trust account for the benefit of the Company and the holders of the Company’s common stock, par value $.0001 per share, issued in the PPO Private Placement Offering (such holders, the "Common Stockholders”); and ​ WHEREAS​, the Company desires to enter into this Agreement to set forth the terms and conditions pursuant to which the Account Agent shall hold the Account Property; ​ NOW, THEREFORE,​ in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: ​ Section 1. Appointment of Account Agent; Deposit of Account Property. The Account Agent is hereby appointed to serve as Account Agent hereunder, and the Account Agent hereby agrees to so act upon the terms and conditions set forth herein. The Account Agent is hereby instructed to establish a segregated trust account (Account Number ) (the “Trust Account”) at ____________Bank, N.A. The Company shall cause the Account Property to be delivered to the Account Agent in connection with the closing of the PPO, and the Account Agent is hereby instructed to hold the Account Property in the Trust Account for the benefit of the Common Stockholders and the Company (collectively, the “Beneficiaries”). The Account Agent shall acknowledge receipt of the Account Property. ​
  9. 9. Section 2. Investment by Account Agent. During the term of this Agreement, the Account Property shall be invested and reinvested by the Account Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by Company and as shall be acceptable to the Account Agent. The Account Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Account Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Account Agent instructions to invest or reinvest the Trust Account. ​

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