Fargo Capital, Inc. is seeking investors to capitalize a new subsidiary.

  1. Fargo Direct, a wholly owned subsidiary of Fargo Capital, Inc. is a direct lender that will offer secured Small Business Loans up to $25,000 on 24 month terms.

Private Placement Memorandum Copy No. 0010 Excerpt

FARGO CAPITAL, INC.

2,500,000 Shares

SERIES 1 CONVERTIBLE COMMON STOCK

$1.00 per Share

We are offering a minimum of 25,000 and a maximum of 2,500,000 shares of our Series 1 Convertible Common Stock (the “Shares”). There is no public market for the Shares or any other securities of our company, and no such market will develop as a result of this offering.

THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, AND AN INVESTMENT IN SHARES INVOLVES A HIGH DEGREE OF RISK AND IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE OFFERING PRICE. SEE “RISK FACTORS” AND “DILUTION.”

THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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 Shares Offered (1)                    Price                      Commissions                                

Per Share — 2,500,000…………..$ 1.00…………………….$0

Total Minimum   25,000………. $25,000…………………. $0

Maximum          2,500,000………$2,500,000………………$0

(1) No minimum number of Shares must be sold in order for the Company to accept any subscription. All accepted subscription funds will be immediately available for Company purposes without impound or escrow.

No person has been authorized to give any information or to make any representations in connection with the offer made by this private placement memorandum, nor has any person been authorized to give any information or make any representations other than those contained in this private placement memorandum, and if given or made, such information or representations must not be relied upon. This private placement memorandum does not constitute an offer to sell or solicitation of an offer to buy in any jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this private placement memorandum nor any sale made hereunder shall, under any circumstances, create an implication that there as has been no change in the affairs of our

company since the date hereof. This private placement memorandum is submitted on a confidential basis for use by a limited number solely in consideration of the purchase of the Shares described herein in a private placement. The acceptance of this private placement memorandum constitutes an agreement on the part of the recipient hereof and the recipient’s representatives to maintain the confidentiality of the information contained herein.

This private placement memorandum may not be reproduced in whole or in part. The use of this private placement memorandum for any purpose other than an investment in the Shares described herein is not authorized and is prohibited.

THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS.”

THE 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. THERE IS CURRENTLY NO PUBLIC MARKET FOR THE SHARES AND INVESTORS MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SHARES ARE NOT PUBLICLY TRADED, AND NO MARKET EXISTS. CONSEQUENTLY, THE PURCHASE PRICE OF THE SHARES HAS BEEN ARBITRARILY DETERMINED BY THE COMPANY WITHOUT ARM’S LENGTH NEGOTIATIONS AND DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO MARKET VALUE, ASSETS, BOOK VALUE, OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE. WHEN USED IN THIS MEMORANDUM, THE WORDS “FORECASTS,” “PLANS,” “ESTIMATES,” “PROJECTIONS” AND OTHER SIMILAR EXPRESSIONS ARE INTENDED TO QUALIFY FORWARDLOOKING

STATEMENTS. SUCH STATEMENTS ARE SUBJECT TO VARIOUS RISKS AND

UNCERTAINTIES, INCLUDING THOSE DISCUSSED IN “RISK FACTORS,” THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM PROJECTED RESULTS. NO ASSURANCE CAN BE MADE AS TO ACTUAL RESULTS. THE COMPANY HAS NO OBLIGATION TO PUBLICLY OR PRIVATELY DISCLOSE ANY REVISIONS TO ANY SUCH FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER NOVEMBER 1,2017, OR TO SUBSEQUENTLY DISCLOSE THE OCCURRENCE OF UNANTICIPATED NEGATIVE OR POSITIVE EVENTS. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL IMPLY THAT THERE HAS BEEN NO MATERIAL CHANGE IN THE AFFAIRS OF THE COMPANY SINCE NOVEMBER 1,2017, OR THAT THE INFORMATION CONTAINED HEREIN IS COMPLETE OR CORRECT AS OF ANY SUBSEQUENT TIME.

THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON, OR TO ALLOT TO ANY SUBSCRIBER LESS THAN THE NUMBER OF SHARES SUBSCRIBED FOR, OR TO WAIVE ANY CONDITIONS TO PURCHASE OF THE SHARES.

IN MAKING AN INVESTMENT DECISION, INVESTORS SHOULD RELY ON THEIR OWN

EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING POTENTIAL BENEFITS AND RISKS. THE PURPOSE OF THIS MEMORANDUM IS TO AID IN SUCH AN EXAMINATION AND NOT TO BE THE SOLE BASIS FOR AN INVESTMENT DECISION.

EACH OFFEREE MAY MAKE INQUIRIES OF THE COMPANY ABOUT THE COMPANY’S BUSINESS, OR ANY OTHER MATTERS RELATING TO THE COMPANY, AND AN INVESTMENT IN THE SHARES.

EACH OFFEREE MAY OBTAIN ADDITIONAL INFORMATION AND / OR DOCUMENTS IN

CONNECTION WITH MAKING AN INVESTMENT DECISION BY VERIFYING THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). ANY DOCUMENT AN OFFEREE WISHES TO REVIEW MAY BE MADE AVAILABLE FOR INSPECTION AND COPYING OR FURNISHED, UPON REQUEST, SUBJECT TO THE OFFEREE’S AGREEMENT TO MAINTAIN SUCH INFORMATION IN CONFIDENCE.

ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY, ADDRESSED AS FOLLOWS:

Fargo Capital, Inc.

ATTN: PAUL SHIVELY,

15260 Ventura Blvd. Ste. 1200

Sherman Oaks, CA. 91403

Email:  paul@fargo-lending.com

Investment Opportunities:

Fargo Capital, Inc. is currently seeking to raise $2,500,000.00 in initial capital for the development of the concepts listed above. Just as any investor is careful in the selection of their investments, we find that we must be selective and carefully vet our investors.

 Certified Investors (a net worth of over $500,000) may invest under a Private Placement Agreement.

  • Friends and Family Investor may invest up to and not to exceed $10,000 under the a Private Placement Agreement.
  • Currently, all shares are valued at $1.00.
  • This is a limited initial Share Offering of 2,500,000 (2,5 million) shares (or 50%) of the 5,000,000 (five million) available shares. The remaining shares will be retained by Fargo Capital,Inc.. and may be part of a second round of Capital raising.

Parties Interested in receiving a complete Private Placement Memorandum should email their request to: paul@fargo-lending.com