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Confidential Private Placement Memorandum

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Confidential Private Placement Memorandum Private Placement Memorandum Name: No. CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM Kemper & Associates LLC. Kemper & Associates (“KA” or the“Company”) is offering up to 1,000,000 shares of common stock (the “Shares”) ona “bestefforts” basis at $1.00 per Share. The Shares have not beenapproved to trade eonany exchange and are not registered under the Securities Actof 1933, the Georgia Securities and Investor Protection Act, or other applicable state securities laws. There is a minimum purchase requirement of $50,000. There is no minimum amountof proceeds we must raise. We intend to apply the proceeds as we receive them for the purpose described later in this Confidential Private Placement Memorandum (the “Memorandum”) under “Use of Proceeds”. The earlier that you invest in the offering the higher the risk associated with your investment. This is because the Company has not yet achieved profitability and we may not be able to sell a sufficient number of Shares to operate as anticipated. See “Risk Factors”. Proceeds O ffering to the 1 Price Commissions Company2 Per Share $1.00 None $1,000,000 Total $1,000,000 1 The Company is offering the Shares itself through the efforts of its executive officers and directors. The Company reserves the right to use the services of broker-dealers , promoters , finders and other third parties in connection with this offering and to negotiate commissions for those services. 2 Does not include expenses of the offering. ii KA Private Placement rev. Kemper & Associates, LLC 541 10th St, Suite 343 Atlanta, GA 30318 Telephone: 404-567-5211 [email protected] www.ka1llc.com The date of this Memorandum is January 1, 2021 3 KA Private Placement rev. This Memorandum constitutes an offer only to the person whose name appears on the cover page of this Memorandum, and any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of any of its contents to unauthorized persons is prohibited. This Memorandum does not constitute an offer or sale or a solicitation of an offer to buy any securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation. 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, if given or made, such information and representations must not be relied upon. Under no circumstances shall the delivery of this Memorandum or any sale hereunder imply that our business affairs, any other facts set forth herein or other parties described herein have not changed since the date hereof, or that the information contained herein is correct as of any time subsequent to the date of this Memorandum. Sales of the Shares can be consummated only by our acceptance of offers to purchase such Shares, which are properly tendered, to us by prospective investors. If any person elects to not make an offer to acquire the Shares offered hereby, or if w e reject an offer of a person to purchase the Shares offered hereby, such person, by accepting delivery of this Memorandum, agrees to return this Memorandum and all related documents enclosed herewith or furnished subsequently, to the Company at the address listed on the cover page of this Memorandum. Statements contained herein as to the contents of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete. Copies of the documents referred to herein may be obtained from us, upon request, and are available for inspection at our offices at the address on the front cover. Sales in Georgia Georgia law provides that when sales are made to five or more persons in Georgia, any sale made in Georgia is void by the purchaser within three days after the first tender of consideration is made by such purchaser to the Company, an agent of the Company or an escrow agent or within three days after the availability of that privilege is communicated to such purchaser, whichever occurs later. All sales in this offering will be in Georgia. Any purchaser who chooses to void such a sale under Georgia law shall give written notice to Todd Young at the address on the cover page. As required by Section 10-5-3(p), Georgia Statutes, and Rule 590-4-2-.16 promulgated there under, prospective investors and their purchaser representatives may have, at the offices of the Company at any reasonable hour, after reasonable prior notice, access to the materials set forth in the Rule, any other materials relating to the Company, the offering described in this Memorandum or anything set forth in this Memorandum which the Company can obtain without unreasonable effort or expense. No person is authorized to make any representation which is not in conformity with the information contained herein and any such representations shall not be relied upon. 4 KA Private Placement rev TABLE OF CONTENTS Topic Page Number Investor Suitability .................................................................................................................... 5 Offering Summary .................................................................................................................... 6 Risk Factors ........................................................................................................................... .... 7 Industry Background ................................................................................................................ 10 Use of Proceeds ........................................................................................................................ 16 Management ........................................................................................................................ ...... 17 Principal Stockholders.................................. ................................. ................................. ............. 18 The Offering.............................................................................................................................. 19 Description of the Securities ................................................................................................... 19 Exhibits Instructions to Subscribers………………………………………………………….. A-1 Subscription Agreement........................................................................... ................................. B-1 5 KA Private Placement rev. INVESTOR SUITABILITY The Shares are only being offered to and should only be considered by accredited investors, as defined by Rule 501 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) and who can afford the loss of their entire investment. See “Risk Factors”. An investment in the Shares offered hereby is speculative and involves a high degree of risk. Prospective investors should retain their own professional advisors to review and evaluate the economic, tax and other consequences of investment in a private offering and are not to construe the contents of this Memorandum or any other information furnished by the Company as legal or tax advice. These Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption there from. Investors should be aware that they shall be required to bear the financial risks of this investment for an indefinite period of time. These Shares have not been approved or disapproved by the Securities and Exchange Commission (“SEC”) nor has the SEC or any state securities regulator passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense. 6 KA Private Placement rev. OFFERING SUMMARY This Memorandum sets forth a summary of the basic terms of a proposed offering of the Shares and does not purport to be complete. The Offering by Kemper & Associates, LLC: Securities Being Offered: Common Stock of the Company, par value $.001, with one vote per share. Amount of Shares Offered: Up to 1,000,000 Shares Offering Price: $1.00 per Share Maximum Proceeds: $1,000,000 Minimum Proceeds: $50,000 Common stock outstanding Immediately prior to this offering: 10,000,000 shares of common stock Common stock outstanding Immediately following this offering: 10,000,000 shares of common stock Risk Factors The Shares are subject to a high degree of risk. See “Risk Factors”. Use of proceeds: The Company is offering the Shares to obtain financing to purchase equipment, expand its network, execute marketing initiatives, open and staff additional sales facilities, and for working capitalpurposes. 7 KA Private Placement rev. RISK FACTORS An investment in the Shares being offered hereby involves a high degree of risk. Prior to making an investment, prospective investors should carefully consider the following risk factors inherent in and affecting an investment in this offering, together with the other information included in this Memorandum. The risks described below are not meant to be exhaustive and are merely included in order to alert investors to the high degree of risk involved. Investors should discuss this matter with their financial or other advisor before purchasing the Shares. Special Risks Relating to This Offering Since there is no minimum amount of proceeds that we must raise in this offering, initial investors will be subject to significantly higher and greater risk than later investors. There is no minimum amountof proceeds which w e must raise. We intend to apply
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