Risks Related to the Offering. The Conversion price of the Notes has been arbitrarily determined. The conversion price of the Secured Convertible Promissory Notes (the “Notes”) has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share. The price of our common stock may fluctuate significantly and you could lose all or part of your investment. Volatility in the market price of our common stock assuming a market develops may prevent you from being able to sell your shares at or above the price you paid for your shares in this offering. The market price of our common stock could fluctuate for various reasons, which include: • our quarterly or annual earnings or those of other companies in our industry; • the public’s reaction to our press releases, our other public announcements and our filings with the U.S. Securities and Exchange Commission, or SEC; • changes in earnings estimates or recommendations by research analysts who may track our common stock or the stocks of other companies in our industry; • new laws or regulations or new interpretations of laws or regulations applicable to our business; • changes in accounting standards, policies, guidance, interpretations or principles; • changes in general conditions in the U.S. and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; • litigation involving our company or investigations or audits by regulators into the operations of our company or our competitors; and • sales of common stock by our directors, executive officers and significant stockholders. In addition, in recent months, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. Changes may occur without regard to the operating performance of these companies. The price of our common stock could fluctuate based upon factors that have little or nothing to do with our company. As a result, if you elect to convert the Notes into shares of common stock, you may lose all of your investment. There are restrictions on the t...

Risks Related to the Offering. We cannot guarantee that an investor will realize a return on their investment. · There is no assurance that a purchaser of Securities will realize a return on the investor’s investment or that such investor will not lose its entire investment. There can be no assurances that we will achieve profitable operations, or generate sufficient cash flow to operate successfully. Our ability to grow our business and establish profitable operations is dependent on the completion of this Offering, and potentially the completion of subsequent offerings of securities. There can be no assurance that we will receive adequate investment proceeds to fully implement our business plans or to allow us to achieve profitable operations. Uncertainty of pro forma financial information and inability of historical information to be predictive of the future. · The pro forma financial information covering periods subsequent to June 30, 2012 and other financial information, including forward looking financial information contained in the materials provided to you, contains only a broad outline of potential future results and should not be considered as an indicator of future performance. Our publicly available filings with the SEC contain historical financial and other information, but may not be predictive of future events or results. The potential future results are based on assumptions made at the time such information was developed. There can be no assurances that the potential future results contained in the pro forma financial information will be obtained, and actual results may vary significantly from the pro forma financial information. General economic conditions, which are not predictable, can have a material adverse effect on the reliability and accuracy of such pro forma financial information, particularly over an extended period of time. The transaction will authorize a significant number of shares which the Company intends to use, in part, to compensate officers and directors and, potentially, to pay vendors or other service providers, which would result in dilution of existing stockholders. · The Company intends that a portion of the increased shares authorized in the transaction would be used to compensate its directors and officers. In addition, certain shares may be used in negotiating payment of new or existing amounts owed to vendors, consultants, advisors, former officers and/or former directors or other parties that the Company has contracted with or will contrac...

Risks Related to the Offering. Neither the Offering nor the Shares have been registered under foreign, federal, or state securities laws. No U.S. or foreign governmental agency has reviewed or passed upon this Offering or the hares. Neither the Offering nor the Shares have been registered under the Securities Act or any other securities laws. Securities will be offered without registration in reliance on the Securities Act exemption for transactions not involving a public offering. The Investor will be required to make certain representations to the Company, including, without limitation: that it qualifies as an “accredited investor” as defined in Regulation D promulgated under the Securities Act; that it is acquiring the Securities for its own account for investment purposes only and not with a view to its distribution; that it has received or has had access to all information the Investor deems relevant to evaluate the risks and merits of the prospective investment; and that it has the ability to bear the economic risk of an investment in the Company. The Company’s management will have broad discretion as to how the Company uses the net proceeds of the Offering. The Company’s management will have considerable discretion over the use of proceeds from the Offering. The Company shall not be required to place any funds in escrow for any purpose. All funds received by the Company in this Offering will be immediately available to the Company. The Company shall not be required to place any funds in escrow for any purpose or subject to any condition or occurrence.

Risks Related to the Offering. If we do not raise sufficient capital, and if we cannot obtain adequate financing, we may cease operations. If we fail to raise enough capital, we will be impeded from fully implementing our business plans which could have a material adverse effect upon our ability to generate revenue and income. Not fully implementing our strategy will significantly constrain our scope and opportunities, slowing or possibly even halting our plans to expand into additional much more profitable industries and markets. While we expect to continue raising capital, we have no committed sources of additional financing and our officers and directors are not required to provide any portion of our future financing requirements. We cannot assure you that additional financing will be available on commercially reasonable terms or at all if and when we need it. If we cannot raise additional capital when needed, we may not be able to pursue our business strategies as anticipated, or at all, and we may cease operations. We plan to raise additional funds by raising more capital through other shares offerings which will dilute your ownership in the Company. In addition, any new securities could have rights, preferences and privileges senior to those of the Shares. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms. Ownership of our Shares is concentrated in a majority stockholder. The concentration of our capital stock ownership is with Farm House Partners, LLC, an Arizona limited liability company formed in June, 2020. After the offering, Farm House will continue to retain majority control of the Company. We will have broad discretion in how we use the net proceeds from this Offering. We intend to use the net proceeds we receive from this Offering to finance the acquisition of KFH and/or Spiritual Gangster; for working capital required to accelerate growth; for capital expenditures; for legal fees related to compliance with securities laws; and for general corporate purposes to implement our business plan. However, we will have broad discretion in how we use the net proceeds of this Offering. These proceeds could be applied in ways that do not improve our operating results or increase the value of your investment. You may not have the opportunity to influence our decisions on how to use the net proceeds from this Offering. Raising additional capital may cause additional dilu...

Risks Related to the Offering. Because we may be unable to register all of the common stock underlying the securities offered in this Offering for resale, investors may need to rely on an exemption from the registration requirements in order to sell such common stock. Under the Subscription Agreement, we are obligated to file a “resale” registration statement with the SEC that covers the Offered Shares and the Warrant Shares. Our previous “resale” registration statement went effective with the SEC on July 1, 2014. On September 30, 2014, we filed a post-effective amendment to include our updated financial statements and are still waiting to hear from the SEC on if the post-effective amendment is to be reviewed or when it can go effective. The SEC has recently disclosed that it has developed internal informal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in private investment in public equity transactions and other private placement transactions with backend registration rights, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a Registration Statement on Form S-3 to register its securities. The SEC has taken the position that these smaller issuers, such as us, may not be able to rely on Rule 415 under the Securities Act when the amount of shares to be registered exceeds one-third of such company’s public float. As a result, if we are unable to register some or all of the Offered Shares, Warrant Shares and other shares with registration rights ranking pari passu with the registration rights granted pursuant to the Subscription Agreement, such shares would only be able to be sold pursuant to an exemption from registration under the Securities Act, such as Rule 144, that permits the resale of securities following six or twelve months after the issuance of such securities, subject to certain volume limitations. The Placement Agent may have real or perceived conflicts of interest We have engaged the Placement Agent to provide capital raising and investment banking services related to this Offering. As compensation for these services, we have agreed to pay the Placement Agent (i) a cash fee equal to 10% of the gross proceeds raised in this Offering, and (ii) a warrant to purchase such number of shares of the Company’s common stock equal to 17.5% of the gross proceeds raised in this Offering. The compensation we have agreed to pay the Placement Agent may create...

Risks Related to the Offering. The Offering Price has been arbitrarily determined. The offering price of the Shares has been determined arbitrarily by the Company. It does not necessarily bear any relationship to the Company’s assets value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the Shares. In addition, investors in this Offering will sustain immediate substantial dilution per share based upon net tangible book value per share. There are restrictions on the transferability of the Shares Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act as long as such Company has been fully reporting for a period of 90 days. Further, if the Company is considered a shell, then shareholders may not utilize Rule 144 for resales, until one year following the filing of the requisite information and the Company is required to continue to file all required reports with the SEC. Further, the Company is not current in its reports with the SEC as required pursuant the Securities Exchange Act of 1934, as amended. Specifically, the Company has not filed its Form 10-Q Quarterly Report for the quarters ended December 31, 2022, March 31, 2023 and June 30, 2023. There can be no assurance that the Company will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning the Company, as is required by Rule 144 as part of the conditions of its availability. As such, there is no guarantee that you will be entitled to sell your Shares under Rule 144.

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General Expenses Related to the Offering The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement, the Preliminary Prospectus and/or the final Prospectus and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; (ii) the printing, engraving, issuance and delivery of the Units, Class A Common Stock, and the Warrants included in the Units, including any transfer or other taxes payable thereon; (iii) if the public securities are not listed on a national securities exchange, the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the “Preliminary Blue Sky Memorandum,” and all amendments and supplements thereto, fees and disbursements for counsel of Maxim’s choice retained for such purpose; (iv) filing fees incurred in registering the Offering with FINRA (including all Public Offering System filing fees); (v) fees and disbursements of the transfer and warrant agent; (vi) the Company’s expenses associated with “road show” marketing “due diligence” meetings arranged by the Representative (none of which will be received or paid on behalf of an underwriter and related person); (vii) the preparation of leather bound volumes and Lucite cube or similar commemorative items in a style as reasonably requested by Maxim; (viii) background checks on the Company’s directors, director nominees and executive officers as requested by the Representative; (ix) transfer taxes, all fees and any expenses and fees incurred by Maxim’s counsel, transfer and warrant agent and registrar fees; and (x) all other reasonable costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3.12.1. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth above to be paid by the Company to the Representative and others, as agreed to by the Company in writing; provided, however, that such fees and expenses deducted from the net proceeds of the Offering payable to the Company shall not exceed $100,000 in the aggregate (less any amounts previously paid).
TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.
Terms of the Offering We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.
Description of the Offering This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
The Offering In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. In addition, the Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.
CONDITIONS TO THE OFFER The obligation of Purchaser to accept for payment, and pay for, Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction of the conditions set forth in clauses (a) through (h) below. Accordingly, notwithstanding any other provision of the Offer or the Agreement to the contrary, Purchaser shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any such rules and regulations) the payment for, any tendered Shares, and, to the extent permitted by the Agreement, may terminate the Offer: (i) upon termination of the Agreement; and (ii) at any scheduled Expiration Date (subject to any extensions of the Offer pursuant to Section 1.1(c) of the Agreement), if: (A) the Minimum Condition, the Termination Condition and conditions set forth in clauses (e) and (g) shall not be satisfied by one minute after 11:59 p.m. Eastern Time on the Expiration Date; or (B) any of the additional conditions set forth below shall not be satisfied or waived in writing by Parent:
Background of the Offer ... 13 11. Purpose of the Offer and Merger; Plans for the Company; the Merger Agreement and Stockholder Agreement..................................................................... 16 12.
Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, members, partners, stockholders, customers or suppliers of any Partnership Entity, on the other hand, that is required to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (or any documents incorporated by reference therein) that is not so described.

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