MT PPM 080515-nl

Mother’s Touch, Inc.

Private Placement Memorandum

For the Exclusive Use of: _____________________________________

Memorandum No._____________________________

Mother’s Touch, Inc.

CONFIDENTIAL

This Private Placement Memorandum contains confidential and proprietary information belonging exclusively to Mother’s Touch, Inc.

Copyright © 2015

All Rights Reserved. This Private Placement Memorandum, or parts thereof, may not be reproduced in any form without permission.

This Private Placement Memorandum is provided solely for convenience and does not constitute legal or investment advice. The materials in this Private Placement Memorandum are provided for information purposes only. The information is provided by Mother’s Touch, Inc., and while we endeavor to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, or reliability of the data contained in this Private Placement Memorandum or the suitability of the offering for an investor. Any graphics utilized in this Private Placement Memorandum are for display purposes only and, unless otherwise noted, are not necessarily related to the operations of the Company.

CONTENTS

SYNOPSIS OF OPERATIONS Company The Market Why Invest in Hospice? U.S. Macro Forecast ylaws Exhibit A: Supporting Documentation and Data ................................................................................. ............................................................................................................ Exhibit B: Corporate B Exhibit C: Financials .................................................................................................. ........................................................................................................................ Exhibit D: Subscription Agreement Overview .......................................................................................................................... ..................................................................................................................................... ................................................................................................................... ........................................................................................................................ ................................................................................................................ ................................................................................................................... ................................................................................................................................ .......................................................................................................................... ............................................................................................................................... ..................................................................................................................................... ............................................................................................................................... e ............................................................................................................... .......................................................................................................................... .................................................................................................................... ............................................................................................................ ....................................................................................................... ......................................................................................................... ........................................................................................................... ........................................................................................................................ ............................................................................................................................. ...................................................................................................................... Trends Predicted for 2015 The Management Team PRIVATE PLACEMENT MEMORANDUM PPM Summary Offering Summary Certain Notices Disclosures NASAA Legend Preliminary Risk Disclosur Plan of Operations Principal Shareholders Management Compensation Board of Directors and Advisors Investor Suitability Standards Forward Looking Information A Considerations Certain Risk Factors Use of Proceeds ERIS EXHIBITS

9 14 18 21 22 24 29 34 38 40 41 45 46 56 58 59 60 64 66 72 75

78 82 91 110

SECTION 1: Synopsis of Operations

Mother’s Touch, Inc.

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SECTION 1: Synopsis of Operations

Company Overview Mother’s Touch, Inc. (“Mother’s Touch”, or “the Company”), was formed for the purpose of opening and operating a hospice business in the greater Denver Metro area. Mother’s Touch is executing this initial Private Placement Offering in order to generate the required to accomplish the company's move to Denver, obtain Medicare certification, and begin patient operations. Mother’s Touch is a service business model that provides high quality compassionate care to people with a life-limiting illness wherever they reside. The primary demographic (84%) of individuals in hospice care is age 65 and older. The Company’s immediate strategic goal is to create a profitable business model in Denver, Colorado that can be expanded within the Denver Core Based Statistical Area (CBSA). Mother’s Touch has a simple service concept built on experienced management; unique knowledge of the patient needs; proven capability to acquire Medicare certification which creates the ability to implement a complex operational service that can generate above average financial returns. The target customers for Hospice Care businesses are the approximately 1.5 million U.S. patients served each year who need compassionate expert medical care, pain management, and emotional and spiritual support expressly tailored to the patient’s needs and wishes. Support is provided to the patient’s loved ones as well. It is rare to find people who have the medical and business management background as well as the compassion for patients that is required to provide exceptional hospice care. Mike and Patty Nicholas have those qualities and a track record as successful hospice care providers. Colorado state’s population of those residents over 65 is expected to increase by just over 100 percent from 2010 to 2020.

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Mother’s Touch, Inc.

Mike Nicholas has a BS in Accounting from Missouri State University and is a licensed RN. After various accounting and managerial assignments, his goal was to work in and manage businesses in the healthcare field. He then worked as a Hospice RN at Hospice Care of Kansas and saw an opportunity to bring improvements to the industry in terms of quality care with improved efficiency of operations. Mike started National Hospice, Inc. (d.b.a. Promises Kept Hospice) in May 2007 which sold in April 2011 as an asset sale. He followed that with the start of Promises Kept, Inc. (also called Promises Kept Hospice) founded in 2012 which he built and operated. Its Medicare license was sold to Phoenix Home Health Care May 30, 2014.

Patty Nicholas has over 30 years’ experience in the medical field. She was the Office Manager of both hospices and helped the Director of Nursing supervise the Home Health Aides for Promises Kept Hospice.

Mother’s Touch Hospice Care Model Hospice Care is considered the model for quality compassionate care for people facing a life-limiting illness. Mother’s Touch will build and deliver a hospice service model that provides expert medical care, pain management, and emotional and spiritual support expressly tailored to the patient’s needs and wishes. Support will also be provided to the patient’s loved ones as requested and required. Hospice care focuses on caring, not curing. In most cases, care is provided in the patient’s home, but may also be provided in nursing homes, and other long-term care facilities. Hospice services will be available to patients with any terminal illness or of any age, religion, or race. Mother’s Touch Hospice care can be provided anywhere the patient considers “home”.

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SECTION 1: Synopsis of Operations

After the offering is funded, the Company will relocate to a convenient, financially viable area of Denver and hire or finish hiring the necessary and mandated staff such as: a Medical Director; social worker; and any additional hospice care staff. At first, the Company's main office will be at the President's residence, but will eventually migrate to a commercial office structure. Both of these locations are viable and allowed in the Medicare Certification process and will allow for an efficient and economical use of time and capital during the certification process. Upon the completion of the hiring process, Mother’s Touch, will be able to begin the certification process (commence operations. Medicare hospice certification requires taking care of a minimum number of five patients before a facility may call for a certification review/survey/inspection. Once those admissions have been completed, Mother’s Touch will “call for a survey” (from, for example, The Joint Commission). By nature, the survey/inspection process focuses on the business policies and procedures, compliance with regulations, care standards, etc. per 42 CFR 418, (http://www.cms.gov/Regulations-and-Guidance/Legislation/CFCsAndCoPs/ Hospice.html) inspecting a facility. Inspection is a random visitation and is not announced specifically to the facility managers prior to the survey taking place. It can take up to four full months from the time the survey is requested until an agency such as Consumer Assessment of Healthcare Providers and Systems (CAHPS), https://cahps.ahrq.gov/surveys-guidance/index.html or The Joint Commission (http://www.jointcommission.org/) make their site visit and complete its 3-day survey. The survey may also be completed within as little as two months of the request. Care provided to patients prior to completing and passing the survey requirements, and all expenses related to that care, are “out of pocket” and can never be recovered. Once the organization passes the survey, all care provided from that day forward is billable to Medicare. However, in the past, it has taken up to three months after passing the survey to get access into the Medicare contractor’s computer and receive Medicare reimbursement payments deposited into the company’s bank account. Mother’s Touch Hospice requires a total investment of $280,000. The Company believes this amount of working capital will be sufficient to complete the survey process (resulting in Medicare Certification) and to support the ongoing operations and expansion into the Denver Colorado metro area. During this certification phase working capital will be the before-mentioned rent, salaries, advertising (promotion, marketing materials, research as examples), offering expenses, and legal and professional fees. We encourage potential investors to carefully review this Private Placement Memorandum for disclosure information about the Company, operations, investment risks, and other pertinent data regarding the Offering. Potential investors are encouraged to ask questions of Management regarding this Offering or the Company’s planned operations by calling 316-682-1232.

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Mother’s Touch, Inc.

Mission – Purpose To enhance the quality of life for those facing advancing illness, death, and bereavement through skilled and compassionate care, education, research, and advocacy.

Vision Quality, end-of-life care wherever Mother’s Touch is available. Values Our organization embraces and demonstrates a number of core values that will not be compromised. Knowing our organizational values will help us direct decisions and defines what the company “will always do” and “will never do.” Respect We respect the intrinsic worth of each individual. Compassion Compassion underscores all our actions and decision-making. We demonstrate an empathic, non-judgmental manner. We believe in the power of tender acts of kindness. Integrity Integrity forms the basis of personal and professional practice. We take individual and collective responsibility for our actions. We are accountable and invite scrutiny. We are honest and fair in all we do within an ethical framework. Commitment Commitment to quality end-of-life care is fundamental to our work and our relationships. Through our dedication, we honor the people we serve, each other and our community.

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SECTION 1: Synopsis of Operations

Collaboration Collaboration is fundamental to achieving our best work. Respectful, honest communication, with appreciation for diversity enables us to accomplish together what could not be achieved alone. Excellence Through the active pursuit of skills, knowledge, growth and innovation, we achieve our highest personal and professional potential in our unwavering quest for quality end-of-life care.

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Mother’s Touch, Inc.

THE MARKET

Hospice Care Industry—Demographics and Geographics

Hospice Care in the U.S. is a large and growing business. The following statistical tables give an overview of the rapidly increasing need for hospice facilities of high quality and sound managerial constitution to meet the expected needs of the aging Colorado population.

1. THE MARKET NATIONALLY - HOW MANY PATIENTS RECEIVE CARE EACH YEAR? a. In 2013, an estimated 1.5 to 1.6 million patients received services from hospice. This estimate includes: • patients who died while receiving hospice care • patients who received care in 2012 and who continued to receive care into 2013 (known as “carryovers”) • patients who left hospice care alive in 2013 for various reasons including extended prognosis, desire for curative treatment, and other reasons (known as“live discharges”) b. The number of patients and families served by hospice has increased significantly since 2009. c. Colorado hospice care admits have grown steadily as well over 2011 – 2013.

• 2011 – 18.580 • 2013 – 19,593 d. Denver accounted for 43.7% of Colorado hospice care admits in 2013.

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SECTION 1: Synopsis of Operations

2. HOW LONG DO MOST PATIENTS RECEIVE CARE? a. The total number of days that a hospice patient receives care is referred to as the length of service (or length of stay). Length of service can be influenced by a number of factors including disease course, timing of referral, and access to care. b. In recent years the median length of service has declined slightly while the average length of stay has increased by 3.5 days. c. Denver data for 2013 is similar to the US in average length of service (69.9 in 2013) but has a longer median length of service (36.3 in 2013). d. The length of stay is important since Medicare reimburses hospice care by the day. Over a third of the patients stay less than 7 days, while a significant percentage stay in excess of 180 days. 3. WHERE DO HOSPICE PATIENTS RECEIVE CARE? a. The majority of patient care is provided in the place the patient calls “home” (Table 1). In addition to private residences, this includes nursing homes and residential facilities. The percentage of hospice patients receiving care in a hospice inpatient facility is decreasing.

Table 1. Location of Hospice Patients at Death Location of Death 2013

2012

Patient’s Place of Residence

66.6% 41.7% 17.9%

66.0% 41.5% 17.2%

Private Residence

Nursing Home

Residential Facility

7.0%

7.3% 7.4% 6.6%

Hospice Inpatient Facility

26.4%

Acute Care Hospital

7.0%

b. Hospice in the Nursing Home . As the average life span in the United States has increased, so has the number of individuals who die of chronic progressive diseases that require longer and more sustained care. An increasing number of these individuals reside in nursing homes prior to their death. This increases the importance of Nursing Homes as the place where hospice care is received.

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4. WHAT ARE THE CHARACTERISTICS OF THE HOSPICE PATIENT POPULATIO

a. Patient Gender – More than half of hospice patients were female.

Table 2. Percentage of Hospice Patients by Gender Patient Gender 2013 2012 Female 54 .7% 56 .4% Male 45 .3% 43 .6%

b. Patient Age - In 2013, approximately 84% of hospice patients were 65 years of age or older—with 41 .2% being 85 or older.

Table 3. Percentage of Hospice Patients by Age

Patient Age Category 2013

2012

Less than 24 years

0 .4% 0 .4% 0 .4% 0 .4% 15 .3% 15 .7% 16 .6% 16 .3% 26 .1% 27.7% 41 .2% 40 .5%

25 - 34 years 35 - 64 years 65 - 74 years 75 - 84 years

85+ years

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SECTION 1: Synopsis of Operations

c. Patient Ethnicity and Race - Following U.S. Census guidelines, NHPCO reports Hispanic ethnicity as different from race. In 2013, more than 6% of patients were identified as being of Hispanic or Latino origin.

Table 4. Percentage of Hospice Patients by Ethnicity

Patient Ethnicity 2012 Non-Hispanic or Latino origin 93 .2% 93 .1% Hispanic or Latino origin 6 .8% 6 .9% 2013

Patients of minority (non-Caucasian) race accounted for less than one fifth of hospice patients in 2013.

Table 5. Percentage of Hospice Patients by Race

Patient Race White/Caucasian

2013

2012

80 .9% 81 .5% 7.5% 6 .7%

Multiracial or Other Race Black/African American

8 .4% 8 .6% Asian, Hawaiian, Other Pacific Islander 2 .9% 2 .8% American Indian or Alaskan Native 0 .3% 0 .3%

d. Patient Primary Diagnosis – 75% of hospice care patients have a diagnosis of cancer, dementia, heart disease and lung disease. Cancer is # 1 at 36.5%.

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Mother’s Touch, Inc.

WHY INVEST IN HOSPICE?

Investing in End of Life Care

Demographical Facts Support Continuing Need for Decades As America’s World War II generation passes away and the Baby Boom generation rapidly turns gray, hospice has become a growth industry. While industry data is fragmentary, five years ago, in 2009 about 33.5 percent of Medicare beneficiaries who passed away died at home, according to a study published by lead author Joan Teno that appeared in the Journal of the American Medical Association earlier this year. Of those, 42 percent died in hospice care as compared to only about 20 percent in the year 2000. In this Memorandum we have cited information from the National Palliative Care and Hospice Association of an increase from 7.4% to 26.4%, the number of total deaths under all hospice administered programs occurring in hospice in just one year. Federal Medicare spending on hospice care has also grown at a compounded annual rate of 16 percent from 1999 to 2011, up from just $2.4 billion at the beginning of that period to $13.8 billion at the end. Over that same period, the number of hospice providers grew from 2,303 to 3,585. According to ‘Investing Daily’, an online investment research company, the largest provider in the US of palliative care services, otherwise known as hospice, with about 8 percent market share in the country, operating 51 programs in 18 states, is forecast to grow by 15 percent over the next five years, handily beating the S&P 500 forecast for 9.8 percent growth. This is in large part due to the changing attitude about death. No longer a topic of dread and denial, it is becoming a mature family value up for discussion. Not only are palliative-care professionals discussions, changing attitudes, increasingly, it is family dialogue that is shifting the focus as they come to terms with their aging family members. “…the hospice market is forecast to grow by 15 percent over the next five years, handily beating the S&P 500 forecast for 9.8 percent growth.” —source: ‘Investing Daily’

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SECTION 1: Synopsis of Operations

The issue of high-quality hospice care simply will no longer remain shrouded with avoidance.

We are poised to view how we plan for this inevitability, as simply another choice we have for living fully the way we wish for ourselves, our family and the future. Attitudinal changes are allowing the industry models that have stood in the shadow of a difficult social subject to step forward into a leading role for many generations to come as our nation ages with dignity, compassion and financial sustainability. Now is the time to plan for a healthy quality approach to end of life care. We believe the market will bear this out as post World War generations seek options for their future in much the same way they have been accustomed to searching out all previous important quality of life choices.

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Mother’s Touch, Inc.

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SECTION 1: Synopsis of Operations

U.S. MACRO FORECAST

The outlook for growth in the U.S. economy over the next three years has changed little from the survey of three months ago according to 39 forecasters surveyed by the Federal Reserve Bank of Philadelphia. The forecasters predict real GDP will grow at an annual rate of 2.7 percent this quarter and 3.0 percent next quarter. On an annual-average over annual-average basis, real GDP will grow 3.2 percent in 2015, up 0.2 percentage point from the previous estimate. The forecasters predict real GDP will grow 2.9 percent in 2016, 2.7 percent in 2017, and 2.7 percent in 2018. A brighter outlook for the labor market accompanies the nearly stable outlook for growth. The forecasters predict that the unemployment rate will be an annual average of 5.4 percent in 2015, before falling to 5.1 percent in 2016, 5.0 percent in 2017, and 4.9 percent in 2018. The projections for 2015, 2016, and 2017 are below those of the last survey. The panelists also predict an improved outlook on the employment front. They have revised upward their estimates for job gains in the next four quarters. The forecasters see non-farm payroll employment growing at a rate of 269,300 jobs per month this quarter, 233,800 jobs per month next quarter, 222,000 jobs per month in the third quarter of 2015, and 229,400 jobs per month in the fourth quarter of 2015. The forecasters’ projections for the annual-average level of non-farm payroll employment suggest job gains at a monthly rate of 252,500 in 2015 and 213,600 in 2016, as the table below shows. (These annual-average estimates are computed as the year-to-year change in the annual-average level of non-farm payroll employment, converted to a monthly rate.).

This forecast should help keep political pressure off of Medicare and hospice (our source of funds).

Source: First Quarter 2015 Survey of Professional Forecasters, Federal Reserve Bank of Philadelphia Release Date: February 13, 2015

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Mother’s Touch, Inc.

TRENDS IN 2015

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Number of Hospice Facilities Increasing The number of hospice programs nationwide continues to increase — from the first program that opened in 1974 to approximately 5,800 programs today. This estimate includes both primary locations and satellite offices. Hospices are located in all 50 states, the District of Columbia, Puerto Rico, Guam and the U.S. Virgin Islands. Resource:nhpco.org

Fewer Government Facilities for Hospice Government owned programs comprise the smallest percentage of hospice providers (about 5% in 2013). The number of for-profit Medicare- certified hospice providers has been steadily increasing over the past several years. In contrast, the number of Medicare-certified not-for-profit or government providers has declined over the same period. Resource: Healthaffairs.com

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Future Generations Supporting the Elderly Declining in Numbers

As a result of the relatively slower growth of the under-65 population, the percentage of Americans 65 and older will increase from 13 percent in 2010 to 21 percent by 2040! The projected 2040 share of the older group is up one percentage point from what the Census projected four years ago. According to the new Census Bureau projections, the U.S. population will grow from 309 million in 2010 to 400 million by 2050, 39 million fewer than the level projected four years ago. The declining proportion of working-age citizens raises questions about how economic growth and well-being can be sustained with slower growth in the U.S. labor supply. Currently there are about five “working-age” Americans (age 18 to 64) for every person 65 or older. According to the new projections, this 5-to-1 support ratio will slip to less than 3-to-1 by 2030. www.census.org

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SECTION 1: Synopsis of Operations

“Americans need to know that all Medicare-certified providers are commi ted to the highest standards of quality and compliance. Newly signed legislation strengthens oversight and transparency throughout the entire hospice community,” — Donald Schumacher, NHPCO president and CEO.

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Bold New Law Welcomed by Industry leaders President Obama signed into law the “Improving Medicare Post-Acute Care Transformation Act of 2014” (IMPACT Act) that includes provisions creating greater oversight and increased transparency within the hospice community. The National Hospice and Palliative Care Organization heralds the passage of this legislation and the additional oversight it will bring to end-of-life care providers. “This new law strengthens oversight and transparency throughout the entire hospice community,” said J. Donald Schumacher, NHPCO president and CEO. “NHPCO applauds President Obama for signing the IMPACT Act into law.” Resource:nhpco.org

Fewer Deaths Trending in Hospitals More people are dying in hospice care rather than in the hospital, though the shift hasn’t led to less aggressive treatment or lower costs as patients spend additional time in intensive care units in the last month of life. Hospice care among the elderly doubled to about 40 percent in the past decade, according to a study in the Journal of the American Medical Association. For many, the transition to hospice came only in the final few days of life, often after time in the intensive care unit and multiple hospitalizations. Source: (Bloomberg) -- Feb. 2015

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Longer Healthier Lives has a Surprise Ending MacArthur Research Network on an Aging Society finds that by 2050 Americans may live 3.1 to 7.9 years longer than official government projections, resulting in sharply higher costs for government programs that serve older citizens. The findings are based on the premise that the risk of death in the coming decades will be reduced by accelerated advances in biomedical technology that delay the onset and progression of major fatal diseases or that slow the aging process.” Resouce:http://www.macfound.org/press/publications/aging-america-twenty-first- century-demographic-forecasts-macarthur-foundation-research-network-aging- society/#sthash.oJvogmMX.dpuf

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Mother’s Touch, Inc.

THE MANAGEMENT TEAM

The Company is managed by seasoned business professionals with extensive hospice experience. The management team is dedicated to the success of the Company and to maximizing the investment performance of the Company.

At the present time, two individuals are actively involved in the management of the Company.

Mike Nicholas, President

Mike Nicholas has a BS in Accounting from Missouri State University and is a licensed RN. After various accounting and managerial assignments, Mike went back to school to receive his nursing education. His goal was to work in and manage businesses in the healthcare field. He then worked as a Hospice RN at Hospice Care of Kansas and saw an opportunity to bring improvements to the industry in terms of quality care with improved efficiency of operations. Mike started National Hospice, Inc. (d.b.a. Promises Kept Hospice) in May 2007 which sold in April 2011 as an asset sale. He followed that with the start of Promises Kept, Inc. (also called Promises Kept Hospice) founded in 2012, which he built and operated. Its Medicare license was sold to Phoenix Home Health Care May 30, 2014.

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SECTION 1: Synopsis of Operations

Patty Nicholas, Vice President Patty Nicholas has over 30 years of experience in the medical field. Patty served as the Office Manager of both previous hospices and assisted the Director of Nursing in supervising the Home Health Aides for Promises Kept Hospice. She will always be the heart of any hospice with which she is involved.

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SECTION 2: Private Placement Memorandum

Mother’s Touch, Inc.

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SECTION 2: Private Placement Memorandum

Mother’s Touch, Inc.

$280,000

28 Investment Units (“Units”) Each Consisting of One $10,000 Corporate Bond and Four (4) Shares of Common Stock Maximum Offering Amount: Minimum Offering Amount: 28 Bonds - $280,000 15 Bonds - $150,000 1 Investment Unit ($10,000) Mother’s Touch, Inc. (the “Company” or “Mother’s Touch”) a Kansas Corporation, is offering 28 Investment Units consisting of an aggregate total of 28 Series A Corporate Bonds for $10,000.00 per Bond and 112 Shares of Common Stock. Each Investment Unit contains one (1) $10,000 Bond and four (4) Shares of Common Stock. The offering price for the securities has been arbitrarily determined by the Company - See Risk Factors: Offering Price. Price Per Bond: $10,000.00 Minimum Investment:

THESE ARE SPECULATIVE SECURITIES, WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF KANSAS, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506 (c) PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.

Sales Price

Proceeds to Company

$10,000

$ 250

$ 9,750

Per Bond

Maximum

$280,000

$ 30,000

$ 250,000

Minimum

$150,000

$ 16,071

$ 133,929

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Mother’s Touch, Inc.

(1) The Company reserves the right to waive the one (1) Investment Unit minimum subscription for any investor. The Offering is not underwritten. The securities are offered on a “best efforts” basis by the Company through its officers and directors. The Company has set a minimum offering amount of 15 Investment Units with minimum gross proceeds of $150,000 for this Offering. All proceeds from the sale of Investment Units up to $150,000 will be deposited in an escrow account. Upon the sale of $150,000 of Investment Units, all proceeds will be delivered directly to the Company’s corporate account and be available for use by the Company at its discretion. Units may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Company, who will receive commissions of up to 10% of the price of the Units sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “Plan of Placement and Use of Proceeds.” (2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Units have been sold, or (c) December 28, 2015, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)

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SECTION 2: Private Placement Memorandum

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS PRIVATE OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS.

BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SERIES A CORPORATE BONDS OR COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE BONDS OR STOCK WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE BONDS PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE BONDS IS BEING UNDERTAKEN PURSUANT TO RULE 506(c) OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE BONDS OR STOCK, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

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Mother’s Touch, Inc.

No person is authorized to give any information or make any representation not contained in the Memorandum and any information or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax advice. The primary managers of the Company have provided all of the information stated herein. The Company makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results. Other than the Company’s Management, no one has been authorized to give any information or to make any representation with respect to the Company or the securities that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum. This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. This offering is only available to suitable “accredited” investors as defined by Rule 501 of Regulation D and all subscriptions for purchase of securities will be subject to verification by the Company of the investors status as an accredited investor.

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SECTION 2: Private Placement Memorandum

This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws.

This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any prospective investor less than the number of Bonds subscribed for by such prospective investor. This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor to whom this Memorandum is delivered by the Company and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the Company if the prospective investor’s subscription is not accepted or if the Offering is terminated. By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own thorough investigation and due diligence before considering a purchase of the Units. The contents of this Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.

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Mother’s Touch, Inc.

Mother’s Touch, Inc.

The date of this Private Placement Memorandum is July 1, 2015.

OFFERING SUMMARY

The following material is intended to summarize information contained elsewhere in this Private Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein.

Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Units.

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SECTION 2: Private Placement Memorandum

THE COMPANY Mother’s Touch, Inc. (“Mother’s Touch”, or the “Company”), began operations on January 5, 2015 with the purpose of developing a Denver, Colorado based company to provide hospice care. The Company’s legal structure was formed as a corporation under the laws of the State of Kansas on January 5, 2015.

Its principal offices are presently located at 319 N. Dowell St., Wichita, KS 67206. The Company’s telephone number is (316) 682-1232. The primary executive managers of the Company are Mike Nicholas and Patty Nicholas.

THE OFFERING The Company is offering a minimum of 15 and a maximum of 28 Investment Units with each Investment Unit consisting of one (1) Series A Corporate Bond at a price of $10,000.00 per Bond and four (4) Shares of Common Stock. Upon completion of the Offering between 15 and 28 Series A Corporate Bonds will be issued and between 15 and 28 shares of Common Stock will be issued.

Bond Terms Series: A

Face Amount: $10,000.00

Yield: Annualized rate of return of eight percent (8%) payable semi-annually with two four percent (4%) payments made bi- annually each fiscal year.

Security: Unsecured

Maturity: 5 Years from date of issuance

Each purchaser must execute a Subscription Agreement making certain representations and warranties to the Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501(a) of Regulation D promulgated. See “REQUIREMENTS FOR PURCHASERS” section.

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Mother’s Touch, Inc.

FORWARD LOOKING INFORMATION Portions of the Mother’s Touch, Inc. business plan were prepared by the Company using assumptions, including several forward looking statements. Each prospective investor should carefully review this Memorandum and all related Exhibits before purchasing Units. Management makes no representations as to the accuracy or reachability of the underlying assumptions and projected results contained herein.

USE OF PROCEEDS Proceeds from the sale of Units will be used for: working capital and business development during and after the Medicare certification process and for on-going operations thereafter. See “USE OF PROCEEDS” section. Approximately 97% of proceeds will be utilized to complete the survey process (resulting in that Medicare Certification), the move to Denver, salaries, advertising (promotion, marketing materials, research as examples), offering expenses, and legal and professional fees. The remainder of the proceeds will be used to support routine operations and expansion into the Denver Colorado metro area.

MINIMUM OFFERING PROCEEDS; ESCROW OF SUBSCRIPTION FUNDS The Company has set a minimum offering proceeds figure of $150,000 (the “minimum offering proceeds”) for this Offering. Escrow of Subscription Funds are with FundAmerica Securities, 3455 Peachtree Road, NE, 5th Floor, Atlanta, GA 30326 into which the minimum offering proceeds will be placed. At least 15 Investment Units must be sold for $150,000 before such proceeds will be released from the escrow account and be utilized by the Company.

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SECTION 2: Private Placement Memorandum

REGISTRAR The Company will serve as its own registrar and transfer agent with respect to its securities.

SUBSCRIPTION PERIOD The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Units have been sold, or (c) December 28, 2015, or such date as may be extended from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)

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Mother’s Touch, Inc.

CERTAIN NOTICES

FOR RESIDENTS OF ALL STATES:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR THE SECURITIES LAWS OF CERTAIN STATES ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS OF SAID ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THIS OFFERING IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MIGHT BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. AN INVESTOR MUST REPRESENT THAT THE SECURITIES ARE BEING ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO OR PRESENT INTENTION OF DISTRIBUTION. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO. IN ADDITION, THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFER ONLY TO THE OFFEREE NAMED.

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SECTION 2: Private Placement Memorandum

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE OF THE MEMORANDUM AND NEITHER THE DELIVERY HEREOF NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE CONDITION OF THE COMPANY SINCE THE DATE HEREOF. NO PERSONHAS BEEN AUTHORIZED TOMAKE REPRESENTATIONS OR PROVIDE ANY INFORMATIONOTHER THAN THAT CONTAINED IN THIS PRIVATE PLACEMENT MEMORANDUM AND ACTUAL DOCUMENTS (SUMMARIZED HEREIN), WHICH ARE FURNISHED UPON REQUEST TO AN OFFEREE, OR HIS REPRESENTATIVE MAY BE RELIED UPON IN CONNECTION WITH THIS OFFERING. PROSPECTIVE PURCHASERS OF THE SECURITIES ARE NOT TO CONSTRUE THE CONTENTS OF THIS PRIVATE PLACEMENT MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING HIS INVESTMENT. THIS PRIVATE PLACEMENT MEMORANDUM HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE AND DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF THE MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT NECESSARILY COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE INFORMATION AS TO THE RIGHTS AND OBLIGATIONS THERETO.

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Mother’s Touch, Inc.

DISCLOSURES

THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SECURITIES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE BONDS IS BEING UNDERTAKEN PURSUANT TO RULE 506(c) OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE BONDS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF THE PERSON TO WHOM IT HAS BEEN DELIVERED BY OR ON BEHALF OF THE COMPANY. DISTRIBUTION OF THIS MEMORANDUM TO ANY PERSON OTHER THAN THE PROSPECTIVE INVESTOR TO WHOM THIS MEMORANDUM IS DELIVERED BY THE COMPANY AND THOSE PERSONS RETAINED TO ADVISE THEM WITH RESPECT THERETO IS UNAUTHORIZED. ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF THE CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY IS STRICTLY PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL OTHER DOCUMENTS RECEIVED BY THEM TO THE COMPANY IF THE PROSPECTIVE INVESTOR’S SUBSCRIPTION IS NOT ACCEPTED OR IF THE OFFERING IS TERMINATED.

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SECTION 2: Private Placement Memorandum

NASAA LEGEND

NASAA LEGEND IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NOTICE TO NON-UNITED STATES RESIDENTS IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE SECURITIES TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PUR- CHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

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Mother’s Touch, Inc.

PATRIOT ACT RIDER THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY.

IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND

(2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.

During the course of the Offering and prior to any sale, each offeree of the securities and his or her professional advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain any additional information necessary to verify the accuracy of the information set forth herein. Such information will be provided to the extent the Company possess such information or can acquire it without unreasonable effort or expense.

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SECTION 2: Private Placement Memorandum

THE MANAGEMENT OF THE COMPANY HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

THE COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THIS INFORMATION OR, IN THE CASEOFPROJECTIONS,ESTIMATES,FUTUREPLANS,ORFORWARDLOOKING ASSUMPTIONS OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE ACCURACY AND COMPLETENESS OF THE ASSUMPTIONS FROMWHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE HIS, HER, OR ITS OWN INDEPENDENT INVESTIGATION. IT MUST BE RECOGNIZED THAT ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.

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SECTION 2: Private Placement Memorandum

PRELIMINARY RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN THIS INVESTMENT. IN DOING SO, YOU SHOULD BE AWARE THAT AN INVESTMENT WITH OUR COMPANY MAY BE VOLATILE AND LOSSES FROM ITS BUSINESS ACTIVITIES MAY REDUCE THE NET ASSET VALUE OF THE COMPANY. INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT THE COMPANY’S ABILITY TO REDEEM YOUR SECURITIES. THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMPANY. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN AN INVESTMENT IN THIS COMPANY, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DISCUSSION OF POTENTIAL RISKS RELATED TO THIS INVESTMENT.

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