Maison Luxe Inc (MASN)

[lowtrade]

Here is some real DD on company share structure & insider ownership.

The AS is 3,450,000,000
The OS is 627,814,672
The newest offering is 1,250,000,000 @ .0008 /with 17,500,000 sold as of Dec 31,2017

OS was 427,639,672 as of Dec 31, 2017 Q filing
https://backend.otcmarkets.com/otcapi/company/financial-report/187991/content

Info below found in latest SEC filing Form 1-A POS - March 8, 2018

https://backend.otcmarkets.com/otcapi/company/sec-filings/12615325/content/html


Newest Outstanding share structure
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Offering Summary Mar 9 2018

Securities Offered 1,250,000,000 shares of common stock, par value $0.00001 (the Offered Shares).

Offering Price $0.0008 per Offered Share.

Shares Outstanding 627,814,672 shares issued and outstanding as of the date hereof, with an additional 62,781,467 unissued shares underlying
Before This Offering currently convertible portions of outstanding convertible instruments.

Shares Outstanding 1,562,814,672 shares, with an additional 156,281,467 unissued shares underlying currently convertible portions of outstanding
After This Offering convertible debt instruments and agreements.






Authorized share structure
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NOTE 10. CAPITAL STOCK

Amendment of Articles of Incorporation

In November 2017, the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 1,450,000,000 shares. In March 2018,
the Company amended its Articles of Incorporation, to expand its authorized number of shares of common stock to 3,450,000,000 shares.

Stock Issued for Services

During the three months ended June 30, 2017, the Company issued 6,000,000 shares of common stock pursuant to the terms of a financial consulting agreement with a
third party, which shares were valued at $10,000, in the aggregate.

Stock Issued for Cash

In December 2017, the Company issued 17,500,000 shares of common stock, pursuant to the Company's offering pursuant to Regulation A under the Securities Act of
1933, as amended. These shares were sold for cash at $.0008 per share, or $14,000, in the aggregate.

NOTE 11. SETTLEMENT AGREEMENT

In August 2017, the Company entered into a settlement agreement and stipulation (the Settlement Agreement) with a third party. Pursuant to the Settlement Agreement,
the Company agreed to issue shares of its common stock in exchange for the settlement of certain past due obligations and accounts payable of the Company (the
Subject Debts) in the aggregate amount of $355,903.50 (the Settlement Amount), which the third party had previously purchased from certain vendors of the Company.
Further, the Company agreed to issue shares of common stock in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount. The per share price
of the shares of common stock shall be equal to 50% of the then-recent market price of the Company's common stock. Additionally, the Company issued 1,704,859 shares
of its common stock to the third party as a settlement fee. Under the Settlement Agreement, the third party is not permitted, at any time, to own beneficially more
than 9.99% of the Company's then-outstanding shares of common stock. The Company initially reserved 150 million shares of its common stock to provide for issuances
made pursuant to the Settlement Agreement. To date, a total of 27,000,000 shares have been issued in payment of $183,889.50 of the Subject Debts.

NOTE 12. REGULATION A OFFERING

In December 2017, the Company's Form 1-A filed with the SEC, relating to an offering pursuant to Regulation A under the Securities Act of 1933, as amended, was
qualified by the SEC. The Company is offering up to 1,000,000,000 shares of its common stock at an offering price of $.0008 per share. As of December 31, 2017,
the Company had sold 17,500,000 shares of its common stock pursuant to such offering.

NOTE 13. SUBSEQUENT EVENT

In January 2018, the Company consummated a common stock repurchase agreement with TikiLive, Inc., pursuant to which the Company repurchased 25,000,000 of the shares
issued to TikiLive, Inc. in connection with the Company's acquisition of Clikia-LA, in exchange for a $150,000 face amount promissory note. Then, in February 2018,
due to certain business conditions affecting TikiLive, Inc., the entire balance of such promissory note was forgiven in full by TikiLive, Inc., for no additional
consideration. (See Note 6. Related-Party Transactions).


Insiders info. Ps; CEO has a poison pill of series A preferred.
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This Offering After This Offering
____________________________________________ ____________________________________________
Name of Shareholder Shares Owned Percentage Owned (1) Shares Owned Percentage Owned (2)
____________________________________________________________________________________________________________________________________________
Common Stock
____________________________________________________________________________________________________________________________________________
Executive Officers and Directors
____________________________________________________________________________________________________________________________________________
David Loflin 106,754,675(3) 17.00% 106,754,675(3) 6.21%
Brian Wendt 13,500,000 2.15% 13,500,000 *
Officers and directors, as 120,254,675(3) 19.15% 120,254,675(3) 6.99%
a group (2 persons)
____________________________________________________________________________________________________________________________________________
5% Owners
____________________________________________________________________________________________________________________________________________
RioRoca Holdings, LLC(4) 31,754,675 4.60% 31,754,675 1.85%
Colins Capital, LLC(5) 62,781,467(6) 9.10% 156,281,467(7) 9.10%
____________________________________________________________________________________________________________________________________________
Series A Super Voting Preferred Stock
____________________________________________________________________________________________________________________________________________
RioRoca Holdings, LLC 2,000,000(7) 100% 2,000,000(8) 100%
___________________________________________________________________________________________________________________________________________


(1) Based on 690,596,139 shares outstanding, including 62,781,467 unissued shares that underlie the currently convertible portions of convertible debt
instruments, before this offering.
(2) Based on 1,719,096,139 shares outstanding, including 156,281,467 unissued shares that underlie the currently convertible portions of convertible
debt instruments, after this offering and assuming all of the Offered Shares are sold.
(3) 31,754,675 of these shares are owned of record by RioRoca Holdings, LLC.
(4) This entity is owned by David Loflin, the Company's CEO and a Director.
(5) This entity is owned by James Kaufman.
(6) These shares have not been issued, but underlie the currently convertible portion of a convertible debt instrument.
(7) The shares of Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each
shareholder of Company common stock is entitled to vote at each meeting of shareholders. The shares of Series A Super Voting Preferred Stock vote
together with the holders of Company common stock as a single class. The Company's CEO, David Loflin, through his ownership of RioRoca Holdings, LLC,
controls all Company corporate matters.

Series A Super Voting Preferred Stock

Currently, there are 2,000,000 shares of our Series A Super Voting Preferred Stock issued and outstanding, all of which are owned by RioRoca Holdings, LLC.
Our CEO, David Loflin, is the owner of RioRoca Holdings, LLC and, through his ownership thereof, controls all corporate matters of our company.

Holders of the Series A Super Voting Preferred Stock have 500 times that number of votes on all matters submitted to the shareholders that each shareholder
of our common stock is entitled to vote at each meeting of shareholders with respect to all matters presented to the shareholders for their action or consideration.