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PROSPECTUS

______________________________________________________________________________

_____SERIES A PREFERRED STOCK OFFERING_____


This is Kohala Enterprises Ltd.s first offering of these shares.
Investing into Preferred Shares involves risks which are described in the company
disclosure provided.

Offering Price Per Share . $1,000.00


Authorized Shares .... 60,000
Proceeds, before expenses, to the corporation ... $60,000,000.00

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense unless otherwise noted.

The date of this prospectus is November 17, 2015

Table of Contents
ABOUT THIS PROSPECTUS ................................................................................................................ 3
Company Disclosure............................................................................................................................ 3
The Company ...................................................................................................................................... 3
506c Exemption................................................................................................................................... 3
Use of Funds ....................................................................................................................................... 3
Series A Preferred Stock ...................................................................................................................... 4
Governing Authority............................................................................................................................ 4
THE OFFERING .................................................................................................................................. 5
I. STOCK ............................................................................................................................................ 5
II. PURCHASE ................................................................................................................................... 5
III. DIVIDEND ................................................................................................................................... 5
IV. CONVERSION & CALL .............................................................................................................. 5
V. VOTING POWERS ........................................................................................................................ 5
VI. NOMINATING BOARD MEMBER ............................................................................................. 6
VI. GOVERNING LAW ..................................................................................................................... 6
VII. DISPUTES AND RESOLUTIONS .............................................................................................. 6
VIII. OWNERSHIP OF SHARES........................................................................................................ 6
IX. FIRST RIGHT OF PURCHASE .................................................................................................... 7
X. TRANSFER OF OWNERSHIP ...................................................................................................... 7
XI. AMENDMENTS ........................................................................................................................... 7
SUBSCRIPTION AGREEMENT FOR KOHALA ENTERPRISES, LTD. ........................................ 8
KOHALA ENTERPRISES, LTD COMPANY DISCLOSURE ......................................................... 11

ABOUT THIS PROSPECTUS


This prospectus is for an offering of Series A Preferred Stock, authorized for issue by
Kohala Enterprises, Ltd., a Hawaii corporation. The information contained herein is confidential
and prospective investors understand that no information may be extracted or reproduced in any
manner or form. Such violation is an infringement upon Kohala Enterprises, Ltd., its parent
company or any affiliates.

Company Disclosure
The Company Disclosure outlines the companys assessment of the investment and the
risks presented. Investors shall not subscribe to any shares until a signed Company Disclosure is
returned. Investors are asked to seek legal advice or counsel if they are unsure of any information
about The Offering.

The Company
Kohala Enterprises, Ltd is a Hawaii corporation formed for the purpose of carrying out
business as a real estate development and management corporation. The company purchases
property to derive income from sales, lease and operation of property owned. The company may
also operate & establish subsidiaries to carry out ownership and management of certain
properties.
The company was founded by Founder and CEO Christopher J Fernandes. Mr. Fernandes
has over 14 years of real estate experience including commercial, residential and mixed use. He
is the Member of Fernandes Properties, LLC, the parent company of Kohala Enterprises, Ltd.

506c Exemption
These securities are offered under SEC rule 506c for raising unlimited capital from
accredited investors. All investors must meet the SEC test for an accredited investor, including
income and net worth guidelines. If you are unsure that you meet these requirements, please visit
http://www.sec.gov for more information. A form is included in this packet that will ask
questions pertinent to the determination of an accredited investor status.

Use of Funds
The funds collected from this offering will be used as working capital for the acquisition,
development and management of property in the companys region of focus in Hawaii. This
includes investment properties and operational expenses.
No funds shall be used for any illegal or unregulated activity.
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Series A Preferred Stock


This round of Series A Preferred Stock is offered to accredited investors and institutions
subject to the Subscription Agreement attached to this packet. These are convertible, interest
bearing shares that do give investors limited voting rights as outlined in the agreement. This is a
limited offering of 12 months from that date of this Prospectus. If you are receiving this packet
after 12 months, please contact us at ir@kohala.us.

Governing Authority
These shares are issued under Regulation D, Sec 506c of the SEC rulings. Neither the
Securities & Exchange Commission, Hawaii Securities nor any other federal, state or local
authority has approved nor viewed this prospectus.

THE OFFERING
Subject to the Board Resolution dated November 16, 2015, Kohala Enterprises, Ltd has
been authorized to issue sixty-thousand (60,000) shares of Series A Preferred Stock, subject to
the following terms as outlined in this offering.

I. STOCK
Series A Preferred Stock of Kohala Enterprises, Ltd is a first paid stock subject to paid
dividends over any other stock currently in the company. These shares do not represent
ownership or promise of ownership in the company. The company has authorized the issue to
fund working capital for real estate development projects in Hawaii.

II. PURCHASE
The purchase price per share is one-thousand ($1,000.00) dollars per share. The
minimum purchase is 100 shares per Form D filed and accepted by the SEC.

III. DIVIDEND
Each share shall be entitled to an annual dividend of no less than 3% and no more than
8% annually. Dividends on these shares are paid before any other dividends within the company,
including common stock. The Board of Directors will determine the dividend rate annually.

IV. CONVERSION & CALL


The shares in this Offering are convertible for any other shares or security instruments in
or of the company at the Boards discretion. The Board of Directors may, with unanimous
approval, vote to allow conversion of any Series A Preferred Stock into any other equity or debt
instrument of the company, including reserved common stock held by the company.
The Board of Directors is authorized to call any Series A Preferred Stock outstanding at
any time after one year. Such a call shall also entitle the shareholder to any uncollected or unpaid
dividends.

V. VOTING POWERS
One member of the Board of Directors shall be voted in by holders of Series A Preferred
Stock for a term of one year. No other voting powers are hereby given or implied in any
capacity. Each share shall entitle the shareholder to one vote. (i.e 5,000 shares of Preferred
Stock= 5,000 votes)

VI. NOMINATING BOARD MEMBER


Any holder of Series A Preferred Stock may submit to the Board of Directors a potential
candidate for director of an upcoming Preferred Stock shareholder election. Such candidate must
be a qualified director, meeting the following terms:
A) Be a person of good character and ethics
B) Must pass a criminal background check or provide a verifiable state or federal
fingerprint card.
C) A resume or CV is required with verifiable work history and 3 or more professional
and verifiable references
D) Candidate must not be under a non-compete contract, nor be employed by any
competitor of Kohala Enterprises, Ltd or any related contractors, vendors or any company
or person in which the company has a business relationship with.
Potential candidates must provide the above information

VI. GOVERNING LAW


This agreement shall be subject to the laws of the state of Hawaii. All securities are
subject to the regulations of the Securities & Exchange Commission. No securities have been
registered with any state regulatory agency, except at the time of this prospectus, these shares
have been filed with the State of Hawaii Department of Commerce and Consumer Affairs.

VII. DISPUTES AND RESOLUTIONS


Any disputes arising from any part of this contract shall be subject to mediation between
the company and the subscriber. Such mediation may take place at any location agreed upon by
the parties and may be done in person, telephonically or over the internet. Should mediation be
unable to resolve the issues, the dispute may be resolved in a court of law in the state of Hawaii.
It is agreed that the losing party in any suit that arises from this offering shall be subject
to all legal fees, including those of the prevailing party.

VIII. OWNERSHIP OF SHARES


Upon completion of payment, the company shall issue a shareholders statement decreeing
the number of shares and purchase price. The company will issue physical certificates upon
request of the shareholder.

IX. FIRST RIGHT OF PURCHASE


Should any shareholder wish to dispose of their shares, the company shall have the first
right of purchase. The company shall have thirty (30) days upon notice of intent to sell from the
shareholder to call the shares and remit payment or permit the shareholder to dispose of their
shares.
Any potential buyer of these shares must meet the requirements of an accredited investors
under SEC Regulation D 506c, or any regulation subject to oversight from the SEC.

X. TRANSFER OF OWNERSHIP
Any shares transferred under authorization of all interested parties and regulators shall be
subject to a one-time fee of $1,000 per transfer, NOT per share. The provisions of Article VIII
will apply to all transfers.

XI. AMENDMENTS
No amendments shall be made to the offering without approval from the Board of
Directors.

SUBSCRIPTION AGREEMENT FOR KOHALA ENTERPRISES, LTD.

If you are interested in purchasing shares ("Shares") of the preferred stock (the "Preferred
Stock") of Kohala Enterprises, Ltd. (the "Company"), you must:
a) complete this Subscription Agreement (the "Agreement");
b) provide a check or money order (unless a wire transfer is being sent) made payable to
Kohala Investment Services LP;
c) deliver both the Agreement and payment to:
Agent:
Address:
Attention:

__Kohala Investment Services LP__


__PO Box 921 _________________
__Concho, AZ 85924-0921_______
__Investor Relations_____________

The Company may accept or reject any subscription you tender, in whole or in part. This means
that the Company may allocate to you a smaller number of Shares than you subscribed to
purchase. If accepted by the Company, then this Agreement will constitute a subscription for
shares of the Company's Series A Preferred Stock (no par value per share).
The minimum subscription is $100,000 for 100 shares. You should pay by check, money order or
wire transfer payable to Kohala Investment Services LP. If the Company rejects your
subscription in whole, the Company will return this Agreement and your payment.
If the Company accepts your subscription in whole or in part, a copy of this Agreement will be
returned to you as your receipt. This will confirm your subscription and indicate how much of
your subscription the Company has accepted. All proceeds of the Offering will be held in a
Holding Account at Bank of the West, N.A.
When the Company sells its Minimum Subscription, the funds held in the Holding Account will
be disbursed to the Company and stock certificates will be issued within 30 days. After that, you
will be mailed stock certificates no more than 30 days after the Company mailed written
confirmation of the subscription to you. If the Company accepts only part of your subscription,
the Company will return the unused portion of your payment to you with interest, if any.
You irrevocably submit this Agreement for the purchase of _______ Shares at $1,000.00 per
Share. With this Agreement, you also submit payment in the amount of $__________________
for the Shares subscribed.
In connection with this investment, you represent to the Company that:
a.

Before submitting payment for the Shares, you received the Company's Disclosure
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Document dated ____________, 20__.


b.

You are a resident of _____________, _______________.


(State)
(Country)
(If the Offering has not been qualified or registered in that jurisdiction or is not exempt
from the registration requirements in that jurisdiction, your subscription may not be
processed. The company will handle all state regulation requirements within 15 days
from the sale of the shares.)

c.

The Social Security number or taxpayer identification number that you included in this
Agreement is your true, correct and complete identification number.

d.
You are not subject to backup withholding of interest or dividends by the Internal
Revenue Service.
The Shares should be registered as follows:
Name: ____________________________________________
As (check one):
____ Individual
____ Partnership
____ Corporation
____ Minor with adult custodian
under the Uniform Gift to
Minors Act

____
____
____
____

Tenants-in-Preferred
Joint Tenants
Trust
Other

Individual(s) Registration:
______________________________
Investor No.1 (print name above)

________________________________
Investor No. 2 (print name above)

______________________________
Street (residence address)

________________________________
Street (residence address)

______________________________
City
State
Zip

________________________________
City
State
Zip

______________________________
Home Phone

________________________________
Home Phone

_________________________________
Social Security Number

___________________________________
Social Security Number
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_________________________________
Date of Birth

___________________________________
Date of Birth

_________________________________
Signature

___________________________________
Signature

______________________________
Date

________________________________
Date

Entity (Not Individual) Registration:


On behalf of the entity named below, you represent that you have full power and authority to
execute this Agreement. You also represent that investment in the Company is not prohibited by
any of the governing documents of the entity.
________________________________
Name of Entity
By: _____________________________
Signature of trustee, partner or
authorized officer

_________________________________
Date

Title: ___________________________
________________________________

_________________________________

Street Address

Taxpayer ID Number

________________________________
City
State
Zip

__________________________________
Telephone

ACCEPTED BY ________________________________FOR_________________SHARES
(Company Name)
By: _____________________________

Date: ______________________________

Title: ____________________________

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KOHALA ENTERPRISES, LTD COMPANY DISCLOSURE


THIS OFFERING HAS NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES &
EXCHANGE COMMISSION NOR ANY STATE REGULATORS OFFICE. THIS OFFERING
IS REGISTERED UNDER REGULATION D, SECTION 506C OF THE SECURITIES &
EXCHANGE COMMISSION. ONLY INVESTORS WHO MEET THE REQUIREMENTS TO
BE CONSIDERED ACCREDITED INVESTORS MAY PURSUE THE OFFER.
UNACCREDITED INVESTORS WHO WISH TO INVEST INTO THE COMPANY SHOULD
CONTACT US BEFORE PURCHASING ANY SECURITIES OF THE COMPANY.

The following company disclosure is issued to prospective investors and is designed to disclose
information about the offering to the investor. All information contained herein is true and
factual to the best of the companys knowledge.

Investment
The investment is the issuance of 60,000 shares of Series A Preferred Stock by Kohala
Enterprises, Ltd., the company. This investment is to gain working capital for use by the
company in the usual course of business as authorized to conduct. More information is in The
Offering packet. No minimum or maximum purchase has been set by the company unless
otherwise stated.

Usual Course of Business


The company is engaged in the acquisition, lease, sale, construction and management of real
property in the State of Hawaii. This includes residential, commercial and hospitality/mixed use.

Fund Use
The funds collected from this offering will be used to purchase and develop property in the state
of Hawaii or any other areas of focus. Such work will include land acquisition, site work,
construction and working capital for the corporation.

Risks
All investments carry risk. The following possible risks have been identified within the
company:

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1. Loss of Real Estate Deal


Should the company not be able to raise enough funding in a timely manner, it can lose deals to
acquire the property, thus delaying development until a new property is sought.
2. Decrease in Demand for Property Development
In the event that another developer moves in nearby or a market downturn occurs, it could delay
our market share in obtaining tenants, tourists and business should new developments arise
before ours.
3. Government Regulations Change
Government regulations are subject to change at any time. While the company has carried out its
own due diligence and there is no immediate foreseeable change that could inhibit this project,
this is still a risk until development has been approved by the local agencies and government.
4. Inability of Contractors to Perform Services
Should any situation arise where a hired contractor is unable to perform the duties contracted for,
this could delay the project and cost the company in finding a new contractor.
5. Act of Nature
Any act of nature, including, but not limited to, floods, hurricanes/typhoons, tornados, tsunamis,
earthquakes, volcanic activity and any other act beyond the control of any human can have a
disastrous effect. While subject property is not in an active zone for lava, such risks are possible.
6. Sale of Company/IPO
While the company is not for sale, nor are there any intentions to sell or go public, should the
company receive an offer that cannot be refused or decide to go public, long term holding of the
offering would not be possible for those seeking regular dividend revenue.
7. Company has a Parent Company
Fernandes Properties, LLC holds 50% of all outstanding shares of common stock at this time and
is the sole shareholder of the company. The parent company has recently approved selling
Common and Preferred Stock in the company up to 45%.
8. Development Time Can Delay Return on Investments
While the company has made every effort to develop a timely project development plan to stay
on target, construction time including site work and building to operation will delay immediate
income from operations.

Any other risks not identified on here are subject to the investors sound judgment. The company
makes no warranties, express or implied, as to any risks listed and not listed here.

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Access to Information
Holders of Preferred Shares shall have access rights to company financial statements and records
upon request. Such requests shall not include any proprietary information or investments not
made public knowledge without a non-disclosure/non-compete agreement.

Access to Management
Holders of Preferred Shares shall have the right to attend Board meetings and contact the
Executive Team at any time. Such invitation must be made in advance, no later than 1 business
day before the meeting.

Governing Law
The state of Hawaii shall be the jurisdiction for any governing law relating to this disclosure, and
the United States shall be the prevailing law over any securities of The Offering.

Good Faith Disclosure


This disclosure is made in good faith, and neither the company nor investor are liable for any
unintentional omission of any fact or detail in the course of this disclosure. The company
declares it has made every reasonable effort to provide all truthful and related facts, details and
information within this disclosure. Both the company and investor agree that nothing contained
in this document is to the contrary to the best of their knowledge.

The undersigned investors hereby confirms receipt of this disclosure and understands the
information presented. Nothing in this disclosure shall constitute a sale of securities in The
Offering.

______________________________________
Signature of Investors/Authorized Agent

___________________
Date

______________________________________
Printed Name
______________________________________
Company Name, if applicable

To The Signer: Please provide original copy to Company before or with Subscription Agreement
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