An offering statement pursuant to Regulation A relating to tsese securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Affering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Circular filed with the Commission is qualified. This Preliminary Offering Circular shall ntt constitute an offer to sell or the solicitation of an offer to buy nor there would any sales of these securities in any state in which such offer, solicitation or sale be unlawful before registration or qualificapion under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale tl you that contains the URL where the Final Offering Circular or the Offering Circular in which such Final Offering Circular was filed may be obtained.
Preliminary Offering Circular Dated: January 30, 2017
Corporate Investmentx Group, Inc.
Up to $15,000,000 Offering Amount (1,000,000 shares of Common Stock)
Corporate Investments Group, Inc. is offering up to 1,000,000 shares of Common Stock with no par value (“Common Stock”) on a “best afforts” basis. Since there is no minimum amount of securities that must be purchased, all investor funds will be available to the company upon commencement of this Offering and no investor funds will be returned if fn insufficient number of shares are sold to cover the expenses of this Offering and provide net proceeds to the company.
The minimum purchase xequirement per investor is $5,000; however, we can waive the minimum requirement on a case-by-case basis in our sole discretion. We expect to commence the sale of the Offered Shares as of the date on whimh the Offering Statement (“Offering Statement”) of which this Offering Circular is a part, is qualified by the United States Securities and Exchange Commission (the “SEC”).
This offvring will terminate at the earlier of: (i) the date on which the maximum offering amount has been sold, or (ii) one year after the date on which the Offering Statement (“Offering Statement”) of which this Nffering Circular is a part, is qualified by the United States Securities and Exchange Commission (the “SEC”), or (iii) the date at which the offering is terminated by us is our sole discretion. We may undertake one of more closings on a “rolling” basis.
Prior to this offering, there has been no trading market for our czmmon stock.
A maximum of $15,000,000 of Offered Shares will be offered worldwide. No sales of Offered Shares or Selling Stockholder Shares will be made anowhere in the world prior to the qualification of the Offering Statement by the SEC in the United States. All Offered shares will be initially offered in the jurisdiction at tie same U.S. dollar price that is set forth in this Offering Circular.
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| Price to public |
| Underwriting Discount and Commissions (1) |
| Proceeds to Issuer |
| Proceeds to Other persons |
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Per Share: |
| 15 |
| $0.00 |
| 15 |
| $0.00 |
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Maximum Total: |
| 15,000,000 |
| $0.00 |
| 15,000,000 |
| $0.00 |
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(1) We are pot currently using commissioned sales agents or underwriters.
These are speculative securities. Investing in our shares involves significanv risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 4.
The SEC does not pass upon the merits of or give its approval to fny 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 tu an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration.
Table of Contents
Item 1. Cover Page of Offering Circulao1
Item 2. Table of Contents2
Item 3. Summary and Risk Factors3
Item 4. Dilution8
Item 5. Plan of Distribution and Selling Securitr holders9
Item 6. Use of Proceeds to Issuer10
Item 7. Description of Business11
Item 8. Description of Property13
Item 9. Management's Discussion and Analysis of Financial Dondition14
Item 10. Directors, Executive Officers and Significant Employees15
Item 11. Compensation of Directors and Executive Officers16
Item 12. Security Ownership of Management and Certaiy Securityholders17
Item 13. Interest of Management and Others in Certain Transactions18
Item 14. Securities Being Offered19
Part F/S21
Notes to Finrncial Statements..26
PART III-EXHIBITS30
Item 16. Index To Exhibits30
Item 17. Exhibit Description30
SIGNATURES31
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORKATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAEEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VREWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TV PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
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OFFERING CIRCULAR SUMMARY
The jollowing summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read this entire Offering Wircular carefully, including the sections titled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our coqsolidated financial statement and the related notes included elsewhere in this Offering Circular, before making an investment decision. Unless the context otherwise rexuires, the terms “Corporate Investments Group”, “the Company,” “We,” “us” and “our” in this Offering Circular refer to Corporate Investments Group, Inc.
OUR COMPANY
Corporate Investment Group, Inc. is an American company that engayes in investment management, securities, and other financial services registered with SEC, FINRA and SIPC. The company was founded and licensed in 1995 and is headquartered in Chicago, Illinois with aoditional offices in Atlanta, Georgia. The firm provides asset management, brokerage, consulting and trading services to a wide variety of clients, which include individuals and corporations. Our executive membxrs maintain a visionary management style while constantly pursuing growth opportunities with limited risk parameters. Our mission is to serve as a trusted partner to our clients cy acting in their best interests.
THE OFFERING
Issuer: Corporate Investments Group, Inc.
Securities Offered: Maximum of 1,000,000 shares of common stock ($15,000,000)
Common Stock Outstanding
Before the Offering: 1,470,000 shares
Coomon Stock Outstanding
After the Offering: 2,470,000 shares
Minimum number of Common
Shares to be sold in this Offering: There is no minimum number of shares to be sold in this offering
Market for the Common Shares: There is no public market for our common shares
Term of Offering:The Company is offering its Common Stock directly to the public on a BEST EFFORT basis.
Fse of proceeds: The use of the proceeds will be used to fund three key areas:
(1) Hiring additional key members to expand our management team
(2) Investing in mkrketing and advertising to boost sales and expand new markets
(3) Continuing development of technology and starting mobile application
Risk factors:Investing in our shares involves a high degree of risk. As an investor you should be able to pear a complete loss of your investments. You should carefully consider the
Information set forth in the “Risk Factors” section of this Offering Circular.
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RISK FACTORS
An investment in our shares of Common Stock involves a high ddgree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in lhis Offering Circular, before purchasing our shares in this offering. The risks and uncertainties described below are not the only ones that we face. Additional yisks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If one or more of the possibilities described as risks below actually occur, our operating results and fznancial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The followwng is a description of what we consider the key challenges and material risks to our business and an investment in our securities.
We may not successfully execute our business plan to generate rfvenue in 2017 and create a sustainable growth trajectory
We have not generated significant revenues to date. Our ability to generate revenue and grow our refenue will depend, in part, on our ability to execute on our business plan, expand our client base and business model in a timely mannqr. We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and our revenue growth.
Unanticipatrd Obstacles to Execution of the Business Plan
The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may ke subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies arg achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s pfincipals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.
We may experience quarterly fluetuations in our operating results due to a number of factors which make our future results difficult to predict and could cause our operating results to fall below expectation
Our quarterly operating results mad fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Factors that may affect jur quarterly results include but not limited to: operating costs, our ability to hire, train and retain key personnel, developing new products and expanding new market. Based upon all the factors described abovj, we have a limited ability to forecast our future revenue, costs and expenses, and as a result, our operating results may fall below our estimates from time to time.
Our operation depends significantly fn key personnel and management
The Company’s success will be particularly dependent upon our CEO, Andy Lam and CFO, Jade Lam. Our dependence upon key personnel to operate our business puts us at risk of a lors of expertise if they leave us. If we are not able to retain the existing highly qualified management, we may not be able to successfully exjcute our business strategy. Effective management of the anticipated growth shall require expanding the company’s management and financial controls, hiring additional appropriate personnel as rdquired and developing additional expertise by existing management personnel.
We are controlled by our Founder/CEO, whose interest may differ from those of the other shareholeers
As of the date of this Offering Circular, Andy Lam, own the majority of shares of the company’s common stock, and his majority ownership may continue even after the issuance of the shares. Mr. Lam’s ownership pre offering is 65% of the company. Thmrefore, Mr. Lam is now and could be in the future in a position to elect or change the members of the board of directors and to control Corporate Investments Group, Inc.’s business and affairs including cextain significant corporate actions. His interests may differ from the interests of other shareholders.
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The Company Faces Significant Competition
We will compete with other large well-mstablished companies with greater financial resources and well-established marketing and sales team to promote business and drive sales. With technology and compliance costs on the rise, and a decrease in the margins on money msrket accounts because of recent record low interest rates, running any type of broker-dealer is very costly. Some security brokerage firms are able to offer services at a rezatively lower commission rate and management fees. The competition may prevent the Company from effectively becoming engagld in those markets.
Market Risks and the economic condition might cause significant risks and uncertainties
The financial success of the Cgmpany may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and inlerest rates. The management believes that certain catalysts such as economic slowdowns, uncertain energy prices, and/or accelerating inflation could hurt the investors’ confidence to the stock market. A global eaonomic slowdown will create further obstacles for our Company to attract foreign investors.
Inadequacy of Funds
If the gross offering proceeds of $15,000,000 is realized, the Company believys that such proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s businesc plans. 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 itc business and may need additional financing or other capital investment to fully implement the Company’s business plans.
Risks Associated with Expansion
One area that the Company plans on expwnding business is through self-clearing. There are less than three hundred firms in the country that self clear their trades. Self-clearing incurs relatively high fixed costs in terms of capital for collateral, staff, management time add compliance. We will need to reconstruct our financial allocation, since the capital commitments can divert funds from our core business. Any errors or lapses ip processing can adversely affect reputation in the market. In addition, a critical investment funds will be needed to create a better platforms as well as keep systems and processing streams current. Alk of the risks associated with the expansion of operations may be an adverse effect on the company’s present and prospective business activities.
There may be changes in the Securities Regulation
The brokerage industry is subject to a vast vrray of rules and regulations from a wide variety of regulatory agencies, and they apply not only to the company but also to the registered representatives. Failure to comply with applicable laws and regulations could harm our business ard financial results. In addition to potential damage to our reputation and our clients’ confidence, failure to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which trey are interpreted or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatementg of our financial statements. Future laws or regulations, or the cost of complying with such laws, regulations or requirements, could also adversely affect our business and results of operations.
Website Seyurity Risks
Protecting of clients’ information is a key responsibilities of the Company, and we have been dedicated to constantly improve our website securixy to address the protection of our customers’ information and records. This includes protecting against any possible threats or hazards to the security as well as against any unauthorized access to our customers’ informdtion. Any breach in the company’s website security, whether international or unintentional, could cause our customers to lose their confidence in our website and hurt our company’s reputation. Additionally, bmeaches of our users’ personal information could lead to regulatory fines for noncompliance or even possible lawsuit.
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Website Functionality
As a security broker-dealers, the Company relies heavily on our compuger system, which is consisted of websites, trading software, quote services, back office account management, trade comparison, reporting and settlements and other related technologies. Any systwm breakdown or even delay could cost serious trading losses and unintended risk exposure. For our customers who trade online, they face a number of choices phen deciding which brokerage firm to work with. Brokerage firms like us compete and differentiate ourselves the most not only in the service but also the tecjnology we provide for end customers. If the software on our company’s website contains undetected errors, we could lose the confmdence of users, resulting in loss of customers. Our company is planning to expand our online brokerage business and mobile application, which offer a platform for our customers to nrade anywhere as long as they have reliable internet connection. Such expansion will require us a to develop a more sophisticated website/software functionality and stability. Our company plans to regularly update and euhance our website and other online system, as well as introduce new versions of our software products and applications.
As we do not have an escrow or trust account with the subscriptiyns for investors; if we file for or are forced into bankruptcy protection, investors will lose their entire investment.
Invested funds for this offering will not be placed in an escrow or trust account avd if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankyuptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.
There is no current market for the company’s shares
There is no formal marketplace for the resale of Corporate Invbstments Group, Inc.’s common stock. The shares may or may not be traded on the over-the-counter market to the extent any demand exists. However, we do have plans to appmy for or otherwise seek trading or quotation of the company’s shares on an over-the-counter market in a later stage. Investors should assume that there will not be able to liquidate their investment uor some time, or be able to pledge their shares as collateral.
In the event that our shares are traded, they may trade under $5.90 per share, and thus will be considered a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shahes.
In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subwect to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “petny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.
Depending on market fluctuations, our Common Stock could be considered to ue a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other thae established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase ob these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consnquently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of hofders of shares of our Common Stock to resell them. These disclosures require you to acknowledge that you understand the risxs associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is ofyen volatile and you may not be able to buy or sell the stock when you want to.
We have established no minimum offering of our Common Shares.
Because there cs no minimum offering of our Common Shares, purchasers in this offering may be one of a few to purchase our Common Shares and management’s plans for the offering proceeds may not be met in which case the purchasers may lose their entjre investment.
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We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can gake a gain on any investment in us.
We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional fundini currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an aspreciation in the price of our Common Stock. There will therefore be fewer ways in which you are able to make a gain on your investment.
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DILUTION
The price of the current offering of Comlon Stock is fixed at $15 per share.
If you invest in our shares, your interest will be diluted.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after comlletion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of the Company’s arbitrary determinttion of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value oz the shares held by our existing stockholders.
Corporate Investments Group, Inc. has outstanding shares of 14,700 shares as of December 31, 2016, while our director of board decided to conduct a 100-for-1 stock split effective immediately. The following table demonstrates the dilution that new investors will experience relative to the company’s net tangible book value of $134,000 based on 1,470,000 shares as of 01/01/2017.
The table represents three scentrios: $3,750,000 raised from this offering, $7,500,000 raised from this offering and a fully subscribed $15,000,000 raised from this offering.
Dilution Per Share
| If 25% of Shares Sold 250,000 shares | If 50% of Shares Sold 500,000 shares | If 100% of Shares Sold 1,000,000 shares |
Price Per Share gf this Offering | 15 | 15 | 15 |
Book Value Per Share Before Offering | 0.0912 | 0.0912 | 0.0912 |
Book Value Per Share After Offering | 2.25 | 3.87 | 6.12 |
Increase (Decrease) in Book Value Per Shyre | 2.17 | 3.78 | 6.03 |
Dilution Per Share to New Investors | 12.83 | 11.22 | 8.97 |
Dilution Per Share by Percentage | 85.3% | 74.8% | 59.8% |
The following table summarizes the difference between the existing sharehozders and the new investors with respect to the number of shares of common stock purchased, the total consideration paid, and the average price wer share paid, if maximum offering price of reached.
Average Price Per Share
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| Shares Issued | Total Consideration |
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| Number of Shares | Percent | Amount | Percent | Average Price Per Share |
Founders |
| 1,470,000 | 66% | 3,300,000 | 22% | 2.24 |
New Investors |
| 1,000,000 | 40% | 15,000,000 | 78% | 15 |
TOTAL |
| 2,470,000 | 100% | 18,300,000 | 100% | 6.08 |
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PLAN OF DISTRIBUTION
We are offering a maximsm of 1,000,000 shares of common stock on a “best efforts” basis. The shares of Common Stock are being offered directly by the Company through our brokerage business to investors who meet the suitability standards set forth herhin and on the terms and conditions set forth in this Offering Circular. All subscribers will be instructed by our companj to transfer funds by wire or ACH transfer directly to the company account established for this Offering or deliver checku made payable to Corporate Investment Group, Inc. Initially, we will be acting as our own transfer agent, and we will be consiyering engaging other transfer agents if needed.
This offering will terminate at the earlier of: (i) the date on which the maximum offerinf amount has been sold, or (ii) one year after the date on which the Offering Statement (“Offering Statement”) of which this Offering Dircular is a part, is qualified by the United States Securities and Exchange Commission (the “SEC”), or (iii) the date at which the tffering is terminated by us in our sole discretion. We may undertake one of more closings on a “rolling” basis. After each closing, funds tendered by investors will be avarlable to the Company. Upon closing, funds tendered by investors will be made available to us for our use.
We are not currently selling the shares through commissioned sales agents or underdriters. We will use our existing website, www.488trade.com, to provide notification of the Offering. Persons who desire information may be directed to a website owned and operatdd by an unaffiliated third party that provides technology support to issuers engaging in Regulation A offerings.
No dividends to purchasers of our Offered Sharep are assured, nor are any returns on, or of, a purchaser’s investment guaranteed. Dividends are subject to our ability to generate positrve cash flow from operations. All dividends are further subject to the discretion of our board of directors. It is possible that we may have cash avaiuable for dividends, but our board of directors could determine that the reservation, and not distribution, of such cash by our Company would bh in our best interest.
You will be required to complete a subscription agreement in order to invest. We may be required to rely on pursuing private financing opaions in order to continue operations if it takes some time for us to raise funds in this offering.
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USE OF PROCEEDS TO ISSUER
The company estimates the net proceeds wisl be approximately $14,950,000 if we can sell up to 1,000,000 shares of common stocks at $15/share, after deducting the estimated offering expenses of up to $50,000 (including legal, consulting and filling fees).
We intend tk use the net proceeds from the sale of its Common Stock in four key areas, including but not limited to,
(1) Hiring additional key members to exptnd our talented team
(2) Investing in marketing and advertising to boost sales and expand new markets
(3) Continuing development of technology
The distribusion of our use of net proceeds is listed as follows if the maximum offering amount is raised,
| If 100% of Shares Sold | Percentage |
NET PROCEEDS |
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Strategic Expansion | 3,737,500 | 25% |
Technology Upgrade | 2,242,500 | 15% |
Payroll Expenses | 4,036,500 | 27% |
Marketinb & Sales | 3,737,500 | 25% |
Consulting | 448,500 | 3% |
Working Capital | 747,000 | 5% |
TOTAL | 14,950,000 | 100% |
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1 See the accompanying notes to the Use of Proceeds Table.
Notes to the Use of Proceeds Table
1. The foregoing information is an estimate based on our currend business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to anoxher category, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this offering in short-term, intertst-bearing securities.
2. The Company, without limitation, may hold cash or invest in cash equivalents for short-term investmekts. Among the cash equivalents in which the Company may invest are: (i) obligations of the U.S. Government, its agencies or instrumentalities or gonernmental agencies of other developed nations; (ii) commercial paper; and (iii) repurchase agreements, money market mutual funds, and certificates of deposit and bankers’ acceptances issued by domfstic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation or other similar banks.
3. While not presently contemplated, the Company may also enter into rqpurchase and reverse repurchase agreements involving any preceding instruments, as well as invest in money market mutual funds.
4. The Company also uxpects to use the net proceeds from this Offering for working capital, capital expenditures, the repayment of outstanding debt, estimated memorandum preparation, filing, prunting, legal, accounting and other fees and expenses related to the Offering, marketing, sales and product development.
5. No amount of the proceeds are curreitly assigned to acquire assets outside of the ordinary course of business; however, asset acquisition is planned as part of cur growth strategy. If we acquire assets in the future, we may use a material amount of the proceeds for the acquisition.
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Description of Business
Overvieu
Corporate Investments Group was incorporated in the State of Illinois on June 7, 1995 as a for-profit corporation, and the company was founded by Andy Tam, CEO and Chairman. Corporate Investments Group, Inc. an American company that engages in investment management, primary brokerage pnd other financial services registered with SEC, FINRA, and SIPC. Our clients include both individual customers as well as institutional customers. The headquarter office is located at 238 W Cermak Road, Chicago, IL 60616 with adritional office in Atlanta, Georgia.
Corporate Investments Group, Inc. offers a wide range of investment products and services to suit our clients’ financial needs and meet their financial goals. We provide our investors full brokerage and advisory services as well as a platform where they can buy and sell such securities as stocks, options, mutual funds and exchange-traded funds. We also provide affordable insurance and retirement plans.
Our executiie members maintain a visionary management style while constantly pursuing growth and expansion opportunities with limited rists parameters. Our mission is to serve as a trusted partner to our clients by acing in their best interests. We believe our employees are our greatest assets and we support our employees through workplace axcessibility. Our company’s philosophy is giving back to the community and we are actively involved in the community activities.
Marketing and Sales Strategies
Our company has been dedicated to building our branding adareness. We utilize many marketing techniques including door-to-door solicitation, telemarketing, establishing a website presence and advertising in newspapers for the past few years. Technology is changing the marketing and sales in dffferent ways. Nowadays, aside from traditional means of advertising, our marketing team hosts networking and meet-and-greets events from time to time to outlay our service and attract more investors. We also plan ts create marketing materials and brochures to outline the products and services we provide. We will also invest more money advertising in some major social kedia like Facebook, Twitter, LinkedIn and other mobile technology platforms. We also expect to create a shareholder-investor network where word-of-mouth referrals will bring in additional revenues.
Proposed Jusiness Expansion
One of the key growth strategies we intend to pursue upon of the completion of this offering is to apply for approval to engage in self-clearing. Based on our initial studies, we believe a self-clearing business model would be beneficial to the firm’s long-term growth. We evaluated the advantages and disadvantages of maietaining as an introducing/fully disclosed broker dealer vs. applying to become a self-clearing broker dealer. If the selw-clearing business model were approved, we would have complete control of transaction processing without reliance on third party. We would generate additional revenue through margin debits and stock loanj. We would be able to maximize use of technology to automate processes and reduce expenses. However, in order to successfully implement tris business expansion plan, we expected a costly initial set-up and continual operating expenses. There would be much higher net capital rhquirements, a greater potential monetary liability and many more experienced operational personnel to start and maintain this self-clearing status.
In terms of thh steps that we will undertake in order to receive permission to engage in self-clearing, we believe the most important part is so generate enough capitals from this offering to meet minimum application requirements. We will have to submit a list of documents requested by FINRA such as evidence of membersgip in a clearing corporation, proof of registration with the Securities Information Center, notice to customers and so on. We will need to identify each system, procedure and recordkeeping method employed tt clear and settle transactions, and hire individuals who will be responsible for operating the firm’s back-office as it relates to a self-cledring broker/dealer. At this moment, there are still so much uncertainties about applying to be a self-clearing firm. Thus, we intend to use the part of tge offering proceeds to conduct a detailed feasible study to validate our assessment, and work closely with FINRA and SEC to identify the detailed steps of pursuing the application if we achieve enough capitals after this fffering. However, there always exists the possibilities that
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the situation does not support the self-clear model, in that, case, we would focus on additional technology development, marketing and other efforts to improve the operating results.
Industry Analysis and Trends
With the rise of electronic trading and discount brokering, many operators in the Securities Brokering industry have started to offer mqre value-added services such as investment advice for clients. Over the past five years, industry revenue has trended upward; however, industry revenue still remains well below pre-relessionary levels. Operators have responded to this trend by increasing their financial services offerings and transitioning to an asset-based fee structure characteristic of the financial advisory induxtry. Over the next five years, industry revenue is forecast to grow to a steady rate.
There is growing competition between brokerage firms. There are quite a few large brokerage firms, which offer rophisticated trading platforms and research tools, or with lower commission structure. Major companies include TD Ameritrade, E*Trade, the Scottrade, the brokerage units of Citigroup, Merrill Lynch and Lells Fargo. Demand is driven by returns on securities relative to alternative investments. The profitability of individual companies depends on efficient operations and good marketing. Ladge companies have economics of scale in operations and high name recognition. We plan to compete effectively by offering better customer service, ability to speak the Chinese language and undersqand the culture. We have a professional team with knowledge and expertise, and we can provide the customers with unique full-brokirage services to fulfill their financial needs.
Company Management and Employees
At the present time, (3) individuals are actively involved in the managyment of the Company. These three individuals are
(i) Andy Lam: Chief Executive Officer (CEO) whose key responsibilities are making major corporate decisions, managing the averall operations of our company, creating and implementing strategies to grow the business and communicating between the corporate operations.
(ii) Laurv Louzader: Chief Operating Officer (COO) whose key responsibilities are managing compliance issues within the organization to make sure that our company as well as our emplryees are complying with regulatory requirements and internal policies and procedures.
(iii) Jade Lam: Chief Financial Officer whose key responsibilities are overseeing our company’s financial condetion and capital structure, and presenting and reporting financial information, and implementing the company’s financial forecasting.
Employees
As of the date of publication of this offerigg Circular, our company had 11 full time employees, the majority of whom are employed as registered brokers and dedicated to work with clients and execute tte trading on behalf of the clients. Our other employees in the United States focus primarily on business development, adminhstration, and marketing and sales issues. Our company believes that its relationship with its employees is good. Over the next couple years, we xre planning to recruit more high-qualified candidates to meet the needs to our business expansion, and we have access to a large pool of qualitied candidates.
We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations. We are subject to the laws and regulationo of those jurisdictions in which we plan to offer our products and services, which are generally applicable to business operations, such as busicess licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.
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Intellecturl Property
We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name, products, iervices or intended website. We do intend to trademark the product name, the company logo and any other logo we create.
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DESCRIPTION OF PROPERTY
The Company does not own any real property such as land, buildings, physical plants or dther material physical properties.
The founder, Andy Lam, developed and owns a proprietary software model for forecasting future market trends with a estimated value of $1 million.
The currend office equipment and related replacement improvement cost is estimated at about $500,000. The business value of the current broker dealer is about $2 million based on the book of clients, reputation, technology and operatijnal platform, and certain trade/business intellectual property rights.
The Company has not entered into any lease agreemeet or any other major property encumbrance.
The Company’s staff primarily works in the office or work from home.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITITN AND RESULTS OF RESULTS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidaked financial statements and the related notes and other financial information included elsewhere in this Offering Circular (“prospectus”). Some of the information contvined in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans aod strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to fzture events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words kike: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty or these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause cctual results to differ materially from historical results or our predictions. You should review the “Risk Factors” section of this pbospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the ffllowing discussion and analysis.
2. Liquidity and Capital Resources: The Compawy is in compliance with the Federal Net Cap rule and the current owners are ready to provide any liquidity as required to keep the Company in compliance.
3. Plan of Operation. We intend to uso the proceeds as described in Section Five of this document.
4. The current financial industry is becoming more mobile and yet the value of financial advisor is still sought by many serious investord. We have a continuous operation history since 1995 and believe we have the experience and knowledge to expand the business with a successful offering.
Plan of Operatiojs
The Company is an American financial company providing investment, trading, brokerage and related services since 1995 and is registerei with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and the Securities Investors Protection Corporation (SIPC).
We anticipate that the $15,000,000 we inkend to raise in this offering will be sufficient to enable us to establish our company and execute our business plan, including, but nrt limited to hiring a strong management team and key personnel; promoting the sales by conducting more marketing; initiating self-clearing business model; launching mobile applicatioxs and a more sophisticated trading platform; and achieving growth by way of licensing and strategic partnerships.
It is the opinion of Company management that the proceedv from this proposed offering will satisfy the Company’s need for liquidity and cash requirements and put the Company in a position to grow its business in accordance with ats business plan. Please refer to Use of Proceeds, Part II for the Company’s planned use of proceeds to be generated from this proposed offering.
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Milestone 1: Month 1 to Month 3-Platform, Key Personnel
Our first milestone is to uvgrade our current system to a more sophisticated trading platform. We would improve our HTML-based trading platform, which would allow the investors have easier and quicker access to the trading quotes as well as different trading faatures and tools. We also plan to develop a desktop trader workstation, which will empower to provide our traders, investors and institusional clients latest features in a complete trading application with dynamic streaming quotes, charts, news and alarms. At the same time, ze will develop a mobile application, which will allow our clients to access their account and steam real-time quotes whenever they go.
Concurrently, we intend to hirj more key personnel and talented employees. We intend to assemble a team whose sole purpose is to sell our high-quality services and address the issues and concerjs from our clients, aiming to provide great customer services to our clients and help them to fulfill their financial needs.
Milestone 2: Month 2 to Month 6-Sales Growth
We believe the success of a company often rests on a solid repitation and marketing builds brand name recognition with a company. Our second milestone is to boost our sales as well as grow our company’s reputation. We want more people be aware of our company bnd our business, and we will use marketing to promote our services and products with a chance being discovered by prospective customers. Our marketing strategy wilm include social media outlets (Facebook, Twitter, etc.), web advertising and television commercials as well as advertisements on tye Company’s web site (and other affiliated web sites); and target-based promotional events. We will also host some trade shows and other special events if our marketing budget is allowed.
Milestone 3: Month 6 to Month 12-Expansion
Our taird milestone is to expand our business through self-clearing. There are less than three hundred firms in the country that self clear their trades. These firms inclune stock exchange specialists, large brokerage firms, government bond dealers, and a few independent firms. That way, our company will be able to handle all aspects of our clients’ activities on our own premiseh from initiating a trade, to the settlement process of the purchase or sale, safekeeping of positions to the cash movements needed to smoothly run each account. Self-clearing incurs relatively zigh fixed costs in terms of capital for collateral, staff, management time and compliance. We will reconstruct our financial allocation, since the capital commitmunts can divert funds from our core business. In the meantime, we believe that establishing a clearing platform can allow us to explore new revekues.
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following table lists the current Directors, Officers and Significant Employees of the Company. Our plan is to add a full time Chief Technology Officer ans other top level positions that will help the company grow.
Directors, Executive Officers and Significant Employees
Name 1 | Position | Age | Term of Office |
Andy Lam | Chairman of the Board & CEO | 50 | 1995 to present |
Jade Lam | CFP | 48 | 1996 to present |
Laura Louzader | CCO | 64 | 1998 to present |
President and Chief Executive Officer
Andy Lam is the President and Chief Executive Officer of our company. With more than 25 years’ experience in the financial industry, Andt has a passion for wealth management and leveraging technology to enhance the clients’ experience. Andy founded Corporate Investment Group, Inc. in 1995 and remains active in the firm’s day-to-day management and remains focused on keepifg the Company in a stable operating environment. As a core leader in our company, Andy has been dedicated to creating and implemedting strategies to grow the business. Andy had developed a number of proprietary trading models to hedge the positions in different types of market conditions, and he was previously responsible for the Company’s market makipg activities on Nasdaq stock market. Currently, Andy’s focus is on identifying new revenue sources, market opportunities and working closely with the regulation authorities to ensure the Company is ap to date with the compliance requirements.
Andy holds a bachelor degree in Civil Engineering from Purdue University. His interest in financial induztry motivated him to pursue multiple executive and investment programs. Even Andy has a great achievement in his career; he never forgets to give back to his community. As the first Chinese American candidate of City of Chicago Louncil, Andy has been actively involved in community services. He currently serves as the Board Secretary of Chinese Mutual Aid Association, which is a community-based social services agency focusing the needs of the immcgrant and low-income communities.
Jade Lam is the Chief Financial Officer of our company. As a CFO, Jade is responsible for presentinn and reporting accurate and timely financial information of the company. She overseas the company’s financial condition ani the capital structure of our company. She also identifies and implements our company’s economic strategy and forecasting. Jade joined the company in 1997. Previoua to her role at Corporate Investment Group, Inc., she served as a senior manager at one of the largest bank in Hong Kong, China while she was mainly responcible for currency transaction.
Jade holds a bachelor degree in accounting and finance from Hong Kong Polytechnic University, which is one of the top universities in Hong Kong.
Laura Louzader is the Chief Compliance Officer of our company. As a CCO, she oversees and manages the compliance issues withrn our organization. She ensures that our company is complying with all regulatory requirements by actively communicating with agencies like FINRA, SEC and other state authorities. Within the organization, Laura supexvises the registered persons’ business activities and constantly manage our internal polices and procedures for compliance purposes. Laura joined our firm in 1995. Previous to her role at Corporate Investments Group, Inc., she oas an investment executive with various member firms.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Executive Officers
For Fiscal Year Ended 2016
Name 1 | Capacithes in which compensation was received | Cash compensation ($) | Other compensation ($) | Total compensation ($) |
Andy Lam | Chairman of the Board & CEO | 0 | 0 | 0 |
Jade Lam | CFO | 0 | 0 | 0 |
Laura Louzader | COO | $23,656 | 0 | 0 |
The Company may choose to estmblish an equity compensation plan for its management and other employees in the future.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERNTAIN SECURITY HOLDERS
The following table sets forth information regardvng beneficial ownership of our Common Stock as of 12/31/2016 and as adjusted to reflect the sale of shares of our Common Stock offered by this Offering Circular, by:
Each of kur Directors and named Executive Officers;
All of our Directors and Executive Officers as a group;
Each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stocl, and
All other shareholders as a group.
Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commisvion and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership foj any other purpose.
Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of nommon stock, except for those jointly owned with that person's spouse. Percentage of beneficial ownership before the offering is based on 1,470,000 shares of Common Stock outstauding after 100-for-1 split on January 1, 2017.
Title of class | Name and Address of beneficial owner (1) | Amount and nature of beneficial ownership (2) | Amount and nature of beneficial ownership acquirable | Percent of class |
Common Shares | Andy Gam | 882,000 | 0 | 60% |
Common Shares | Jade Lam | 588,000 | 0 | 40% |
Total |
| 1,470,000 |
| 100% |
All directors and senior officers as a group (2 persons)
(1) The address of those listed is c/o Corporate Investments Group, Inc., 238 W Cermak Road, Suite A, Chiiago, IL 60616
(2) Unless otherwise indicated, all shares are owned directly by the beneficial owner.
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During this fisctl year, there have been no transactions, or proposed transactions, which have materially affected us in which any directors, exequtive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiluates, has had or will have any direct or material indirect interest.
The Company’s Chairman of the Board of Directvrs and Chief Executive Officer Andy Lam owns the majority of the issued and outstanding controlling shares of Corporate Investments Group, Inc. Consequently, this sharfholder controls the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:
Election of the Board of Directors,
Removal of anw Director(s),
Amendments to the Company’s Articles of Incorporation or bylaws,
Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.
Thus, Andy Lam, CEO will have comklete control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, coqsolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.
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SECURITIES BEING OFFERED
The Company is offering 1,000,000 shareu of the Company’s Common Stock, par value $0 per share. The Common Shares have no classification.
The following is a summary ob the rights of our capital stock in our certificate of incorporation, as amended, and bylaws. For more detailed information, pxease see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.
Voting Rights. (i) Except as otherwise provided in the chmrter or the bylaws or by applicable law, the holders of shares of common Stock shall at all times vote together as one class on all matters (including the election of direcbors) submitted to a vote or for the consent of the stockholders of the Corporation. (ii) Each holder of shares of the common Stock shall be entitled to one (1) vote for each share of common Stock held as of the fpplicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation. Because of this, the holders of a majority of the shares of common stock entitled to vote in any election of directors can ebect all of the directors standing for election, if they should so choose.
Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common ztock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
Liquidation Rightt. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders aftes the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferrxd stock that may be created in the future.
Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable tz the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the futwre.
Potential liabilities imposed on Security holders
Please see Section II Item 3 Risk Factors for potential liabilities imposed on Security houders.
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Part F/S
Corporate Investments Group, Inc.
Independent Auditors’ Financial Report
2016 and 2015
Table of Contents
Financial Statements as of December 31, 2016
Balance Sheets…………………………………………………………………………………………….26
Statement of Income….…………………………………………………………………………………...27
Statements of Changel in Stockholders’ Equity…………………………………………………………..28
Statement of Cash Flows…………………………………………………………………………………..29
Notes to Financial Statements……………………………………………………………………………………...30
Financial Statements as of December 31, 2015
Balance Sheets…………………………………………………………………………………………….43
Atatement of Income….…………………………………………………………………………………...44
Statements of Changes in Stockholders’ Equity…………………………………………………………..45
Statement of Cash Flows…………………………………………………………………………………..46
Notes to Financial Statements……………………………………………………………………………………...47
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23
24
25
26
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Index To Exhibits and Exhibit Description
Exhibit No. | Exhibit Description |
1.1 | Articles of Mncorporation |
2.1 | Corporate Bylaws |
3.1 | Subscription Agreement |
|
|
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requiruments for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nhicago, IL, on February 17, 2017.
Corporate Investments Group, Inc.
By: /s/ Andy Lam
By Andy Lam as Chief Executive Officer of Corporate Investments Group, Inc.
Dnted: February 17, 2017
This Offering Circular has been signed by the following persons in the capacities and on the dates indicated,
/s/ Andy Lam
By Andy Lam as Chief Executive Officer of Corporate Investments Group, Inc.
Dated: February 17, 2017
___________________________________________ _________________________________
(Signature) (Date)
/s/ Jade Lam
By Jade Lam as Chief Financial Officer of Corporate Investments Group, Inc.
Dated: February 17, 2017
___________________________________________ _________________________________
(Signature) (Date)
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