Investor Center

The Investor Center Page:
* Offering Targeted to Non-US Persons
* Not an offer or solicitation to sell any securities.
The only offering for equity shares, including important notices, is detailed in the current MSBG Corp REGULATION S Private Placement Memorandum dated July 15, 2018.

MSBG Corp Series A Regulation S Capital Offering Recap – 2018

Investor Steps:

  1. Complete Confidential Investor Info Form – Click Here First
  2. Review Global Investors Series A PPM Reg S Offering – we will email
  3. Read FAQ here then Email Questions to Management “ceo@msbg.co”
  4. Review & eSign Share Exchange Agreement – we will email
  5. Send US$ to MSBG Western Union Edge Account or BtC to MSBG Wallet
  6. Receive back MSBG Common Shares + MSBG Royalty Token

SEC REGULATION S – Common Share Guideline Recap
• Offshore transaction
• No directed selling efforts to US Persons
• Offering restrictions
• 1-year distribution compliance period (Category 3 / non-reporting)
• Investor certification of non-U.S. person status
• Purchaser agreement on resales and hedging
• Transfer refusal procedures
• Legends

All Shares sold under this Reg S Private Offering will include the following Legends:

“THE SHARES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. ”

“TRANSFER OF THESE SHARES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

 

OFFERING RECAP
Maximum Raise: USD$2,500,000
5,000,000 Common Shares = approx 33% of Company Issued Share Equity
Par value: $0.0001 per share
Offering Price: $0.50 per share
Minimum Offering: 100,000 Shares
Maximum Offering: 5,000,000 Shares
Minimum Purchase: 15,000 Shares ($7,500 or BtC 1.1 as of 4/10)
Maximum Purchase: 1,000,000 Shares ($500,000 or BtC 74 as of 4/10)

Every Share Purchased receives One Company Share + One Royalty Token*

USE OF PROCEEDS
Product Development  20%
Salaries 15%
Launch Marketing 15%
Acquisitions 25%
Travel 1.5%
Working Capital 13.5%
Commissions 10%


*MSBG Royalty Token
Type:  Smart Contract
Royalty Term: 8 years
Rate: Pro-rated share from 4.5% Pool of MSBG Adjusted Gross Revenues
Royalty Term: Annual

The MSBG Royalty Token is a Smart Contract obligation to receive a pro-rated share from the MSBG Royalty Pool. The MSBG Royalty Pool is funded by 4.5% of MSBG Adjusted Gross Revenues on a quarterly basis. The MSBG Token Royalty is paid Annually at the Annual Shareholders Meeting. The MSBG Royalty Tokens will only pay out  if there are Revenues by MSBG.  If the Company fails to generate revenues within the next 8 years, or is acquired, the MSBG Royalty Tokens may have little or no value.


This offering is only available to “Non-US Persons”

A U.S. Person means any one of the following:

(i)                  any U.S. Citizen;

(ii)                 any natural person resident in the United States of America;

(iii)                any partnership or corporation organized or incorporated under US laws;

(iv)                any estate of which any executor or administrator is a US person;

(v)                 any trust of which any trustee is a US person;

(vi)                any agency or branch of a foreign entity located in the United States;

(vii)               any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person;

(viii)              any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(ix)               any partnership or corporation if:

  1. organized or incorporated under the laws of any foreign jurisdiction; and
  2. formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.