KAT Racing, Inc.

(Name of small business issuer

(Exact name of registrant as specified in its charter)

800 N. Watters Road

Suite 120

Allen, Texas 75013

469-342-9100

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Please send copies of all communications to:

BRUNSON CHANDLER & JONES, PLLC

175 South Main Street, Suite 1410

Salt Lake City, Utah 84111

801-303-5730

(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public: As soon as practicableFrom time to time after the effective date of this Registration Statement becomes effective.

registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  [   ]

box.x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same offering. [   ] _____________________________

¨

If this Form is a post-effective amendment filed pursuant to Rulerule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same offering. [   ] _________________________________________________

¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statementregistration statement number of the earlier effective Registration Statementregistration statement for the same offering. [   ] _________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [   ]

¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company.

Large See the definitions of “large accelerated filer,   [   ]      Accelerated” “accelerated filer,                  [   ]” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

Non-accelerated filer     [   ]      Smaller reporting company    [X]

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of calculating the registration fee under the Securities Act.

(2)

Represents the initial fixed price per share for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933 (the "Act"). This is a bona fide estimate of the maximum offering price based, in part, on the last private sale of the Registrant's securities and calculations determined by management. If our shares are listed on the OTCBB, the Registrant will file a post-effective Amendment toWe hereby amend this registration statement to reflect that the shares offered hereby may be sold at prices relating to the prevailing market prices, at privately negotiated prices or through a combination of such methods, which may change from time to time and from offer to offer.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay itsour effective date until the Registrantregistrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall, thereafter, become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL ____, 2018

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION - ________________, 2008

PROSPECTUS

7,749,000 Shares of Common Stock

Kat Racing, Inc.

KAT Racing is registering an aggregate of 5,749,000 shares of our common stock to be sold, from time-to-time, by one or more of the selling stockholders and 2,000,000 shares to be newly issued. The selling price of the newly issued shares is $0.10 per share.  The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.10 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices. The proceeds from the sale of the selling shareholder shares will go directly to the selling stockholders and will not be available to us. Prior to this offering, there has been no public market for our common stock.  The offering shall terminate on the earlier of: (i) the date when the sale of 2,000,000 newly issued shares is completed; or (ii) 180days from the date of this prospectus.

We intend to secure listing of our Common Stock on the Over-The-Counter Bulletin Board ("OTCBB"), which is maintained by the Financial Institutions National Regulatory Authority.   If our shares are listed on the OTCBB we will file a post-effective amendment to this registration statement to reflect that the Shares offered hereby may be sold at prices relating to the prevailing market prices, at privately negotiated prices or through a combination of such methods, which may change from time to time and from offer to offer.   The offering is a self-underwritten continuous offering for 180 days without a minimum.   Funds will be immediately available to the Company.

These securities involve a high degree of risk and immediate substantial dilution and should be purchased only by persons who can afford the loss of their entire investment. See "Risk Factors" beginning on page 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information. The Shares are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of such documents. The information in this prospectus is not complete and may be changed. This prospectus is included in the Registration Statement that was filed by us with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the Registration Statement becomes effective. Thispreliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.permitted

TABLE OF CONTENTSFinancial Gravity Companies, Inc.

6,000,000 Common Shares

The selling stockholder identified in this prospectus may offer an indeterminate number of shares of the Company’s common stock, which will consist of up to 6,000,000 shares of common stock to be sold by the selling stockholder, GHS Investments LLC (“GHS”), pursuant to an Equity Financing Agreement (the “Financing Agreement”) dated May 23, 2017. If issued presently, the 6,000,000 shares of common stock registered for resale by GHS would represent 16.74% of the Company’s issued and outstanding shares of common stock as of April 19, 2018. Upon execution of the Financing Agreement we issued to GHS a $30,000 Promissory Note as a commitment fee. The Promissory Note will mature nine months from execution, provided that the Registration Statement is filed with the SEC.

The selling stockholder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices and prevailing market prices at the time of sale, at varying prices, or at negotiated prices.

We will not receive any proceeds from the sale of the shares of our common stock by GHS. However, we will receive proceeds from our initial sale of shares to GHS pursuant to the Financing Agreement. We will sell shares of our common stock to GHS at a price equal to 80% of the average of the lowest two (2) trading prices of our common stock during the ten (10) consecutive trading day period endiing on the date on which we deliver a put notice to GHS (the “Market Price”).

GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Our common stock is traded on OTC Markets under the symbol “FGCO”. On April 19, 2018, the last reported sale price for our common stock was $0.14 per share.

Prior to this offering, there has been a very limited market for our securities. While our common stock is quoted on the OTC Markets, there has been negligible trading volume. There is no guarantee that an active trading market for our common stock will develop.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2018.

Table of Contents

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

ABOUT THIS PROSPECTUS

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely only on theupon any information about our company that is not contained in this prospectus. Information contained in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information.may become stale. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the date ontime of delivery of this prospectus, any prospectus supplement or of any sale of the front page of those documents.shares. Our business, financial condition, results of operations, and prospects may have changed since that date.  This prospectusthose dates. The selling stockholder is an offeroffering to sell and is seeking offers to buy shares of our common stock, only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.offers and sales are permitted.

PROSPECTUS SUMMARYIn this prospectus, “Financial Gravity” the “Company,” “we,” “us,” and “our” refer to Financial Gravity Companies, Inc., a Nevada corporation.

Use of NamesSUMMARY INFORMATION

ThroughoutYou should carefully read all information in the prospectus, including the financial statements and their explanatory notes under the Financial Statements section of this prospectus the terms "we," "us," "our" “issuer” “registrant” “Kat” and "our company" refersprior to Kat Racing, Inc.making an investment decision.

The Company Organization

KAT Racing (KAT or the Company)Financial Gravity Companies, Inc. was incorporated inunder the laws of the State of Nevada on December 5, 2005. KAT is a development stage company with a primary business objective of manufacturing, marketing and selling cost-effective and innovative off-road cars for any level of off-road enthusiast - from the highly skilled racer to the unsophisticated recreational driver. To date, we have only sold chassis and parts.  We have built one vehicle but have not yet sold it. We have sold 3 chassis. We have not yet secured any expectation of regular substantive sales volume.  We have generated significant losses from operations in part because of this lack of sales volume. In order to continue as a going concern and achieve a profitable level of operations, we will need, among other things, additional capital resources and a consistent source of revenues.  Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the business plan as described herein and attain profitable operations. The auditor who audited our financial statements has expressed considerable doubt as to our ability to continue as a going concern.

Our Facilities

Our corporateIts principal executive offices are located at 3227 Meade Ave.800 N. Watters Rd., Suite 3A, Las Vegas, Nevada 89102. Our120, Allen, Texas 75013. The Company’s telephone number is 702-525-2024. Our principal website may be found at www.katracing.net.469-342-9100. The Company’s stock symbol is FGCO.

The OfferingOur Business

The offering consistsCompany was incorporated in Nevada on December 5, 2005 as Kat Racing, Inc. On January 4, 2013, the Articles of Incorporation were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On July 26, 2013, the Articles of Incorporation were amended to change the name of the Company to Pacific Oil Company. On October 31, 2016, following a reverse merger transaction (the “Merger”), the Articles of Incorporation were amended to change the name of the Company to Financial Gravity Companies, Inc.

The accounting acquirer (legal acquiree) in the Merger, Financial Gravity Holdings, Inc. (“Financial Gravity Holdings”), was incorporated in Texas on September 29, 2014. On the effective date of the Merger, the business of Financial Gravity Holdings became the only business of Pacific Oil Company (currently named Financial Gravity Companies, Inc.).

Also pursuant to the Merger, each of the shares offered by the selling stockholders and shares to be newly issued.  The selling stockholders are offering 5,749,000 shares, or 100%, of ourFinancial Gravity Holdings common stock issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective. The new issueprior to the Merger was automatically converted into and exchangeable for an equivalent number of fully paid and non-assessable shares will be sold at $0.10 per share.  The selling shareholders will sell at a price of $0.10 per share until the shares are quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices. There is no public market for ourCompany common stock. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for inves tors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.

The proceedsaccounting acquirer (legal acquiree) in the reverse merger transaction, Financial Gravity Holdings, is now a subsidiary of the selling shareholder offering will go directlyCompany. Business Legacy, Inc., founded in 2002, and Pollock Advisory Group, founded in 2007, were added on September 29, 2014, as subsidiaries. During fiscal year 2015, the Company acquired as additional subsidiaries, Cloud9b2b, LLC and SASH Corporation (dba Metro Data Processing). During fiscal year 2016, the Company acquired an additional subsidiary, Tax Coach Software, LLC. The Company and its subsidiaries deliver a wide range of accounting, tax planning and management services to the selling stockholders. None of those proceeds will be available to KAT Racing. Only proceeds from the new issue shares will be available to KAT Racing.

Our Transfer Agent is Pacific Stock Transfer Company, 500 E. Warm Springs, Suite 240, Las Vegas, Nevada 89119, telephone number (702) 361-3033.high net worth individuals and businesses nationwide.

We will pay all costsOrganic growth has come in four key areas.

All future growth is expected to come from these four key areas, as well as through organic growth, acquisitions, and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, taxes, attorney's feesstrategic alliances.

Products and related charges in connection with the offer and sale of the shares. The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions. Those costs must be paid by the selling shareholders.Services

The purchasefollowing outline briefly describes Financial Gravity’s various subsidiaries and the products and services they offer:

Financial Gravity Operations, Inc.  Financial Gravity Operations manages operational expenses for the shared services of the common stock in this offering involvessubsidiaries.

Financial Gravity Tax, Inc. formerly Business Legacy, Inc.    Financial Gravity Tax is a bookkeeping, tax planning and payroll service provider for small companies and individuals.

Financial Gravity Wealth, Inc. formerly Pollock Advisory Group, Inc.    Financial Gravity Wealth is a registered investment advisor and provides asset management services.

Financial Gravity Business, LLC formerly Cloud9b2b, LLC    Financial Gravity Business provides business consulting services to Small Business Owners that identify way to leverage a business’ current assets (people, platforms and processes) and reduce exposure to risk, both short-term and long-term, while simplifying the business and increasing profitability.

Financial Gravity Ventures, LLC formerly Cloud9Accelerator, LLC    Financial Gravity Ventures holds acquired companies and business assets until they are integrated into the main stream Financial Gravity business structure.

Sash Corporation dba Metro Data Processing    Metro Data Processing provides payroll services, software and support solutions to business owners.

Tax Coach Software, LLC    Tax Coach Software provides three primary services including monthly subscriptions to the “TaxCoach” software system, coaching and email marketing services.

GHS Equity Financing Agreement and Registration Rights Agreement

Summary of the Offering

Financial Summary

The tables and information below are derived from our consolidated financial statements for the three months ended December 31, 2017 and the audited consolidated financial statements for the 12 months ended September 30, 2017. Our total stockholders’ equity as of December 31, 2017 was $1,543,739. Our total stockholder’s equity as of September 30, 2017 was $1,660,408. As of December 31, 2017, we had cash on hand of $608,700.

Statement of Operations

RISK FACTORS

This investment has a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists. Please refer to "Risk Factors" on page 8 and section entitled "Dilution" before making an investment in this stock.

Summary Financial Information

The following summary financial information is derived from the more detailed audited financial statements and the notes to those statements appearing at the back of this prospectus. You should read those financial statements and notes for a further explanation of the financial data summarized below.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from our financial statements. The data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus.

Statements of Operations Data

The Company's general and administrative expenses may be higher in the future as the Company is not currently paying any salaries and additional sales will result in additional inventory, shipping, and general administrative costs.

Balance Sheets Data

RISK FACTORS

YouBefore you invest you should carefully consider the risks and uncertainties described below before you decide to buy our securities.and the other information in this prospectus. If any of the following risks actually occurs,occur, our business, operating results and financial condition or results of operations would likely suffer. In these circumstances,could be harmed and the value of our securitiesstock could decline, andgo down. This means you could lose all or a part of your investment.

Special Information Regarding Forward-Looking Statements

Some of the moneystatements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you paidnot to buy our securities. An investment inplace undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the securities offered hereby involves a very high degreeresult of risk and should not be made by persons who cannot affordany revisions to any of the loss of their entire investment. The following factors, in addition to those discussed elsewhereforward-looking statements in this document should be considered carefully in evaluating the Company and its business. The order of presentation of each risk factor is not indicative of the relative importance of such factor.

Investment in the securities offered hereby involves a high degree of risk and is suitable only for investors of substantial financial means who have no need for immediate liquidity in their investments and who can afford to lose their entire investment. Prospective investors should carefully consider the following risk factors:

FORWARD LOOKING STATEMENTS

Investors and prospective investors should understand that several factors govern whetherreflect any forward-looking statement contained herein will,future or can be, achieved.  Any one of those factors could cause actual results to differ materially from those projected herein.developments.

These forward-looking statements include plansRISKS RELATED TO OUR COMPANY

Our limited operating history may not serve as an adequate basis to judge our future prospects and objectivesresults of operations.

Financial Gravity has a relatively limited operating history. Our limited operating history and the unpredictability of the wealth management industry make it difficult for future operations, including plansinvestors to evaluate our business. An investor in our securities must consider the risks, uncertainties and objectives relatingdifficulties frequently encountered by companies in rapidly evolving markets.

We will need additional financing to implement our business plan.

The Company will need additional financing to fully implement its business plan in a manner that not only continues to expand an already established direct-to-consumer approach, but also allows the Company to establish a stronger brand name in all the areas in which it operates. In particular, the Company will need additional financing to:

There are no assurances that additional financing will be available on favorable terms, or at all. If additional financing is not available, the Company will need to reduce, defer or cancel development programs, planned initiatives and overhead expenditures. The failure to adequately fund its capital requirements could have a material adverse effect on the Company’s business, financial condition and results of operations. Moreover, the sale of additional equity securities to raise financing will result in additional dilution to the Company’s stockholders, and incurring additional indebtedness could involve the imposition of covenants that restrict the Company’s operations.

Our products and the future economic performance of the company. Assumptions relatingservices are subject to changes in applicable laws and regulations.

The Company’s business is particularly subject to changing federal and state laws and regulations related to the foregoing involve judgments with respectprovision of financial services to among other things, future economic, competitiveconsumers. The Company’s continued success depends in part on its ability to anticipate and market conditions, future business decisions,respond to these changes, and the timeCompany may not be able to respond in a timely or commercially appropriate manner. If the Company fails to adjust its products and money requiredservices in response to successfully complete development projects, allchanging legal and/or regulatory requirements, the ability to deliver its products and services may be hindered, which in turn could have an adverse effect on the Company’s business, financial condition and results of which are difficult or impossibleoperations.

We may continue to predict accurately, and many of which are beyond the control of the company.  Although the companyencounter substantial competition in our business.

The Company believes that existing and new competitors will continue to improve their products and services, as well as introduce new products and services with competitive price and performance characteristics. The Company expects that it must continue to innovate, and to invest in product development and productivity improvements, to compete effectively in the assumptions underlyingseveral markets in which the forward-looking statements contained herein are reasonable, anyCompany participates. The Company’s competitors could develop a more efficient product or service or undertake more aggressive and costly marketing campaigns than those implemented by the Company, which could adversely affect the Company’s marketing strategies and have an adverse effect on the Company's business, financial condition and results of those assumptions could prove inaccurateoperations.

Important factors affecting the Company's current ability to compete successfully include:

In periods of reduced demand for the Company's products and therefore,services, the Company can either choose to maintain market share by reducing product and service pricing to meet the competition, or maintain its product and service pricing, which would likely sacrifice market share. Sales and overall profitability may be reduced in either case. In addition, there can be no assurance that additional competitors will not enter the results contemplated in any ofCompany's existing markets, or that the forward-looking statements contained hereinCompany will be realized.  Basedable to continue to compete successfully against its competition.

We may not successfully manage our growth.

Our success will depend upon the expansion of our operations and the effective management of our growth, which will place a significant strain on actual experienceour management and on our administrative, operational and financial resources. To manage this growth, we must expand our facilities, augment our operational, financial and management systems, and hire and train additional qualified personnel. If we are unable to manage our growth effectively, our business developments, the impactwould be harmed.

We rely on key executive officers, and their knowledge of which may cause the companyour business and technical expertise would be difficult to alter its marketing, capital expenditure plans or other budgets, which may in turn affect the company's results of operations in light of the significant uncertainties inherent in the forward-looking statements included herein.  The inclusion of any such statement should not be regarded as a representation by the company or any other person that the objectives or plans of the company will be achieved.replace.

InvestmentWe are highly dependent on our executive officers. If one or more of the Company's senior executives or other key personnel are unable or unwilling to continue in their present positions, the Company may not be able to replace them easily or at all, and the Company’s business may be disrupted. Competition for senior management personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or attract and retain high-quality senior executives in the securities offered hereby involves certain risksfuture. Such failure could have a material adverse effect on the Company's business, financial condition and is suitable only for investorsresults of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.operations.

PARTICIPATION IS SUBJECT TO RISKS OF INVESTING IN MICRO CAPITALIZATION COMPANIESWe may never pay dividends to our common stockholders.

KAT believesThe Company currently intends to retain its future earnings to support operations and to finance expansion; accordingly, the Company does not anticipate paying any cash dividends in the foreseeable future.

The declaration, payment and amount of any future dividends on common stock will be at the discretion of the Company's Board of Directors, and will depend upon, among other things, earnings, financial condition, capital requirements, level of indebtedness and other considerations the Board of Directors considers relevant. There is no assurance that future dividends will be paid on common stock or, if dividends are paid, the amount thereof.

Our common stock is quoted through the OTC Markets, which may have an unfavorable impact on our stock price and liquidity.

The Company’s common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing in OTC Markets stocks and certain micro capitalization companies have significant potentialmajor brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile.

The trading volume of the Company’s common stock has been and may continue to be limited and sporadic. As a result, the quoted price for growth, although such companies generally have limited product lines, markets,the Company’s common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market shares and financial resources. Thevalue.

Additionally, the securities of suchsmall capitalization companies if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stockThe market has experienced a high degree of price and volume volatility for the securities of micro capitalization companies. In particular, microsmall capitalization companies that trade in the over-the-counter markets have experiencedis generally volatile, with wide price fluctuations not necessarily related to the operating performance of such companies.

THE COMPANY IS ESPECIALLY SUBJECT TO RISKS ASSOCIATED WITH THE CURRENT SLUGGISH ECONOMY AND HIGH FUEL PRICESOur common stock is subject to price volatility unrelated to our operations.

The current sluggish economy and high fuel prices are likelymarket price of the Company’s common stock could fluctuate substantially due to have an adverse effect ona variety of factors, including market perception of the Company.   The productsCompany’s ability to achieve its planned growth, operating results of the Company are not necessitiesand of life and as such are especially susceptible to economic downturns.   This is especially true givenother companies in the current high fuel pricessame industry, trading volume in the Company’s common stock, changes in general conditions in the economy and the high fuel burn rate of our off road vehicles.financial markets or other developments affecting the Company or its competitors.

THE OFFICERS OF THE COMPANY ARE NOT CURRENTLY RECEIVING COMPENSATION AND MAY BE SUBJECT TO OTHER EMPLOYMENT OFFERSOur common stock is classified as a “penny stock.”

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that the Company’s common stock will be considered to be a penny stock for the immediately foreseeable future.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the investor, make a reasonable determination that transactions in penny stocks are suitable for that person, and make a reasonable determination that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The officersbroker or dealer must also provide disclosure to its customers, prior to executing trades, about the risks of investing in penny stocks in both public offerings and in secondary trading, the commissions payable to both the broker-dealer and the registered representative, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

Because of these regulations, broker-dealers may not wish to furnish the necessary paperwork and disclosures and/or may encounter difficulties in their attempt to buy or sell shares of the Company’s common stock, which may in turn affect the ability of Company are not currently receivingstockholders to sell their shares.

Accordingly, the penny stock classification adversely affects any compensation.   Lackmarket liquidity for the Company’s common stock, and subjects the shares to certain risks associated with trading in penny stocks. These risks include difficulty for investors in purchasing or disposing of compensationshares, difficulty in obtaining accurate bid and ask quotations, difficulty in establishing the market value of the shares, and a lack of securities analyst coverage.

Because we may make it more likely that they accept employment offersnever earn revenues from other firms therefore the Company will be forced to pay compensation to retain such employees.  This will create additional expenses not currently reflectedour operations, our business may fail and investors may lose all of their investment in our financials.   Once the Company has achieved regular cash flow, our officers will be making $36,000 a year in compensation each.company.

KAT MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING WHICH MAY BE UNAVAILABLE.

Kat has limited capital resources.  Unless Kat beginsIn addition to generate sufficient revenues to finance operations asother information in this current report, the following risk factors should be carefully considered in evaluating our business because such factors may have a going concern, Kat may experiencesignificant impact on our business, operating results, liquidity and solvency problems.  While Kat doesfinancial condition.  As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not foresee such difficulties in the next 12 months,presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and solvency problems may force Kat to go out of business if additional financing is not available.  No alternative sources of funds are available to us in the event Kat does not receive adequate proceeds from this offering.  However, Kat believes that the net proceeds of the offering will be sufficient to satisfy the start-up and operating requirements for the next twelve months.

OUR OFFICERS AND DIRECTORS PROVIDE SERVICES TO US ON A PART-TIME BASIS AND HAVE NO EXPERIENCE MANAGING A PUBLIC COMPANY.  AS A RESULT, WE MAY BE UNABLE TO SELL THE SHARES IN THIS OFFERING, DEVELOP OUR BUSINESS AND MANAGE OUT PUBLIC REPORTING REQUIREMENTS.

Our operations depend on the efforts of Kenny Thatcher and Julie Bauman our officers, directors and employees.  They have no experience related to public company management, nor as a principal accounting officer.  Because of this, we may be unable to offer and sell the shares in this offering, developfinancial condition.  If any such risks occur, our business, operating results, liquidity, and manage our public reporting requirements.  We cannot guarantee you that we will overcome any such obstacle.

Our officers and directors are involved in other business opportunities and may face a conflict in selecting between Kat and their other business interests.  We have not formulated a policy for the resolution of such conflicts.  If we lose our officers or directors to other pursuits without a sufficient warning we may, consequently, go out of business.

BECAUSE WE DO NOT HAVE A MINIMUM FOR PROCEEDS FROM THIS OFFERING, WE MAY NOT BE ABLE TO SIGNIFICANTLY TRY OUR BUSINESS PLAN OR IF WE FILE FOR BANKRUPTCY, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT

Since there is no minimum amount of shares that mustfinancial condition could be sold from this offering, invested funds for this offering will not be heldmaterially affected in an escrowadverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or trust account until a certain minimum is raised. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors and will not be used for the sourcing and sale of solar products. In addition, if only a few person purchase shares hereunder, they may lose their money without the Company being even able to significantly try our business plan.

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COMPLIANCE WITH FEDERAL, STATE AND LOCAL GOVERNMENT REGULATIONS EFFECTING PRODUCTIONinvestment.

We are subjecthave limited revenues from operations.  We have yet to direct regulation by the Department of Transportation, Environmental Protection Agencygenerate positive earnings and Federal Trade Commission as well as other local, state and federal agencies. Compliance with the regulations established by these agencies is very costly and affects our manufacturing process. Any changes in the laws or regulations imposed on us by these agencies could significantly increase our production costs and could have a very negative effect on our business.

CONSUMER DISCRETIONARY SPENDING MAY EFFECT PURCHASES

Purchases of recreational vehicles, such as our off-road vehicles are considered discretionary for consumers. Our success will therefore be influenced by a number of economic factors affecting discretionary consumer spending, such as employment levels, business conditions, interest rates, petroleum prices, and taxation rates, all of which are not under our control. Adverse economic changes affecting these factors may restrict consumer spending and thereby adversely affect our growth and profitability.

RISK OF VEHICLE DEFECTS

Our vehicles may have unanticipated defects which could require us to recall them. A product recall could delay or even halt production until we are able to correct any such defects. Recalls may also have a materially negative effect on our brand image and public perception of our vehicles and any other products we develop and thereby adversely effect our future sales .Such recalls or other defects would also require substantial expenditures to correct.

LIABILITIES ASSOCIATED WITH OUR VEHICLES

Given the nature of our products, we expect that we will be subject to potential product liability claims that could, in the absence of sufficient insurance coverage, have a material adverse impact on our business. Although we intend to obtain adequate insurance coverage prior to commencing substantive operations, there can be no assurance we will ever operate profitably. Our company has a limited operating history and has yet to launch its first commercial product. The success of our company is significantly dependent on uncertain events, with respect to supply chain, system development, and operation of the system on the scale we currently envision. If our business plan is not successful and we are not able to operate profitably, our stock may become worthless and investors may lose all of their investment in our Company.  Should any of the following material risks occur, our business may experience catastrophic and unrecoverable losses, as said risks may harm our current business operations, as well as any future results of operations, resulting in the trading price of our common stock declining and a partial or complete loss of your investment. It is important to note these risks are not the only ones we face. Additional risks not presently known or that we currently consider to be immaterial may also impair our business operations and trading price of our common stock.

We may not achieve profitability or positive cash flow.

Our ability to achieve and maintain profitability and positive cash flow will be dependent upon such factors as our ability to deliver quality risk management and custom app development services. Based upon current plans, we expect to incur operating losses in future periods because we expect to incur expenses that will exceed revenues for an unknown period of time. We cannot guarantee that we will be ablesuccessful in generating sufficient revenues to secure or maintain adequate liability insurance to cover all product liability claims. As a new market entrant, any large product liability suits occurring earlysupport operations in our marketing efforts may significantly adversely affect our ability to market our vehicles.   the future.

We have no current planslimited operating capital and we may have to purchase liability insurance and currently lack the resourcesseek additional financing.

If we are unable to purchase such insurance.

ENVIRONMENTAL RISK ASSOCIATED WITH PRODUCTION LIABILITIES

Our business operations and facilities, particularly those of our affiliate KAT METAL WORX, INC., are subject to a number of federal, state and local environmental laws and regulations. Although we believe thatfund our operations and, facilities aretherefore, not be able to sustain future operations or support the manufacturing of additional systems, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection.

We cannot assure anyone with any degree of certainty that any necessary additional financing will be available on terms favorable to us, now or at any point in material compliance with such lawsthe future. It may be a significant challenge to raise additional funds and regulations, the risk of environmental liabilities cannot be completely eliminated. Therethere can be no assurance as to the availability of additional financing or the terms upon which additional financing may be available. Even if we raise sufficient capital through additional equity or debt financings, strategic alternatives or otherwise, there can be no assurance the revenue or capital infusion will be sufficient to enable us to develop our business to a level where it will be profitable or generate positive cash flow.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders; and if we incur additional debt, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. The terms of any debt securities issued could also impose significant restrictions on our operations.

If we and our suppliers cannot obtain financing under favorable terms, and our clients are not able to receive the requisite guarantees for payment to us, our business may be negatively impacted.

Markets for stock are highly volatile.

As a result of market volatility in the U.S. and in international stock markets since 2008, a high degree of uncertainty has been seen in the markets, which may result in an increase in the return required by investors, with respect to their expectations for the financing of our projects. Current and ongoing global conditions could lead to an extended recession in the U.S. and around the world. We currently have no revenue producing assets, which may have a materially adverse impact on our business and financial conditions and results, which places our investors at risk.

Capital and credit markets continue to be unpredictable and the availability of funds from those markets is extremely uncertain.  Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost of accessing the credit markets has increased as many lenders have raised interest rates, enacted tighter lending standards or altogether ceased to provide funding to borrowers. Due to these capital and credit market conditions, we cannot be certain that futurefunding will be available to us in amounts or on terms that we believe are acceptable.

The market price of our common stock may be adversely affected by market conditions affecting the stock markets in general, including price and trading fluctuations on OTC Markets. Market conditions may result in volatility in the level of, and fluctuations in, the market prices of stocks generally and, in turn, our common stock and sales of substantial amounts of our common stock in the market, in each case being unrelated or disproportionate to changes in such laws, regulations orour operating performance.

The overall weakness in the natureeconomy has recently contributed to the extreme volatility of the markets which may have an effect on the market price of our operations will not requirecommon stock. Our stock price has been and could remain volatile, which could further adversely affect the market price of our stock, our ability to raise additional capital and/or cause us to make significantbe subject to securities class action litigation.

We may also be subject to additional capital expenditures to ensure compliancesecurities class action litigation as a result of volatility in the future. Our failure to comply with environmental lawsprice of our common stock, which could result in the terminationsubstantial costs and a significant diversion of management’s time and attention and intellectual and capital resources and could harm our stock price, business, prospects, and results of operations.

Sales of a significant number of shares of our operations, impositions of fines, or liabilities in excesscommon stock could depress the market price of our capital resources. common stock, which could happen in the public market at any time. These sales, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. Should industry analysts choose not to publish or any time discontinue reporting on us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.  Also, the trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline.

We do not maintain environmental liability insurance,may become subject to litigation.

There is the potential that we could be party to disputes for which an adverse outcome could result in us incurring significant expenses, being liable for damages, and ifsubject to indemnification claims. In connection with any disputes or litigation in which we are requiredinvolved, we may be forced to payincur costs and expenses in connection with defending ourselves or in connection with the expenses relatedpayment of any settlement or judgment or compliance with any injunctions in connection, therewith, if there is an unfavorable outcome. The expense of defending litigation may be significant, as is the amount of time to resolve lawsuits unpredictable and defending ourselves may divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations, financial condition, and cash flows. Additionally, an unfavorable outcome in any environmental liabilities, such expenseslitigation could have a material adverse effect on our operations.business, results of operations, financial condition and cash flows.

RISKS OF NON-APPROVAL FROM, ENVIRONMENTAL PROTECTION AGENCY, DEPARTMENT OF TRANSPORTATION, STATE AND LOCAL AGENCIESProduct liability or defects could also negatively impact our results of operations. The risk of product liability claims and associated adverse publicity is possible in the development, manufacturing, marketing, and sale of our product offerings. Any liability for damages resulting from malfunctions or design defects could be substantial and could materially adversely affect our business, financial condition, results of operations and prospects.

Also, a highly-publicized problem, whether actual or perceived, could adversely affect the market’s perception of our product, resulting in a decline in demand for our product and could divert the attention of our management, having a materially adverse effect our business, financial condition, results of operations and prospects.

Our success depends on attracting and retaining key personnel.

Our future plans could be harmed if we are unable to attract or retain key personnel, and our future success will depend, in part, on our ability to attract and retain qualified management and technical personnel. Equally, our success depends on the ability of our management and employees to interpret market data correctly and to interpret and respond to economic market and other conditions in order to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments.  Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated, however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

We do not know whether we will be successful in hiring or retaining qualified personnel, and our inability to hire qualified personnel on a timely basis, or the departure of key employees, could materially and adversely affect our development and profitable commercialization plans, our business prospects, results of operations, and financial condition.

Should we fail to maintain an effective system of internal controls, we may not be requiredable to obtain approvalsaccurately report our financial results or prevent fraud, which could harm our brand and make certifications regardingoperating results. Our compliance with federal, state and local regulations regarding the noise, emissions and safety characteristicsannual internal control report requirement for each fiscal year will depend on the effectiveness of our vehicles.financial reporting and data systems and controls. Inferior internal controls could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital. In addition, our affiliate's manufacturing facility may be requiredinternal control systems rely on people trained in the execution of the controls. Loss of these people or our inability to complyreplace them with environmentalsimilarly skilled and safety standards. The potential delays and costs thattrained individuals or new processes in a timely manner could result from obtaining such regulatory approvals and complying with, or failing to comply with, such regulations could result in delays in vehicle assembly and adversely affect operating results.

RISK OF NOT BEING ABLE TO COMPETE WITH LARGER COMPANIESimpact our internal control mechanisms.

The market for the typerequirements of vehicles we manufacture is extremely competitivebeing a public company may strain our resources, divert management’s attention and we expect that competition willaffect our ability to attract and retain qualified board members and officers. Compliance with these rules and regulations increase in the future. Our competitors include many large companies that have substantially greater market presenceour legal and financial resources than we do.compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources.

Protecting our intellectual property is necessary to protect our brand.

We believemay not be able to protect important intellectual property and we could incur substantial costs defending against claims that our products infringe on the proprietary rights of others.  Our ability to compete effectively will depend, in part, on our ability to compete successfully depends on a number of factors including:

1.

design of high performance and quality vehicles;

2.

market presence;

3.

timely delivery ofprotect our vehicles;

4.

competitive pricing policies;

5.

the timing and introduction of our products and services into the market; and

6.

our ability to keep up with existing and emerging industry trends.

Current or increased competition may either prevent us from entering or maintaining a place in the vehicle manufacturing market. We cannot guarantee that we will have the financial resources or marketingproprietary system-level technologies, systems designs, and manufacturing capabilities to compete successfully. If we cannot successfully compete, we probably will be forced to terminate our operations. See "Business Competition".

DEPENDENCE ON VEHICLE PARTS AND MATERIALS SUPPLIERSprocesses.

We will rely on patents, trademarks, and other policies and procedures related to confidentiality to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application. We could incur substantial costs in prosecuting or defending patent infringement suits or otherwise protecting our intellectual property rights. While we have attempted to safeguard and maintain our proprietary rights, we do not know whether we have been or will be completely successful in doing so. Moreover, patent applications and enforcement, thereof, filed in foreign countries may be subject to laws, rules and procedures that are substantially different from those of the United States, and any resulting foreign patents may be difficult and expensive to enforce. We could incur substantial costs in prosecuting or defending trademark infringement suits.

Further, our competitors may independently develop or patent technologies or processes that are substantially equivalent or superior to ours.  In the event we are found to be infringing third party supplierspatents, we could be required to produce the partspay substantial royalties and/or damages, and materials we use to manufacture our vehicles. If our suppliers are unable or unwilling to provide us with the parts and supplies, we will be unable to produce our vehicles. We cannot guarantee thatdo not know whether we will be able to purchaseobtain licenses to use such patents on acceptable terms, if at all.

Failure to obtain needed licenses could delay or prevent the parts we need at reasonable pricesdevelopment, manufacture, or in a timely fashion. If we are unable to purchase the supplies and parts we need to manufacture our vehicles, we will experience severe production problems, which may possibly result in the terminationsale of our operations.products, and could necessitate the expenditure of significant resources to develop or acquire non-infringing intellectual property.

RISKS ASSOCIATED WITH NOT KEEPING OUR PRODUCTS AND TECHNOLOGY CURRENT AND COMPETITIVE

Our success depends onAsserting, defending and maintaining our intellectual property rights could be difficult and costly and failure to do so may diminish our ability to develop innovative competitive vehiclescompete effectively and may harm our operating results. As a result, we may need to pursue legal action in the future to enforce our intellectual property rights, to protect our trade secrets and domain names, and to determine the validity and scope of the proprietary rights of others. If third parties prepare and file applications for trademarks used or registered by us, we may oppose those applications and be required to participate in proceedings to determine the priority of rights to the trademark.

Similarly, competitors may have filed applications for patents, may have received patents and may obtain additional patents and proprietary rights relating to products or technology that meet changing customer demands. The off-road racing industry is subjectblock or compete with ours. We may have to rapidly changing technologyparticipate in interference proceedings to determine the priority of invention and emerging competition. We cannot assure you that we will be ablethe right to successfully identify new opportunities and develop and bring new products to market in a timely manner, nor can we guarantee you that products developed by our competitors will not make our products non-competitive or obsolete. Also, we cannot assure you that we will havepatent for the capital resources or the ability to implement any new technology.

RISK ASSOCIATED WITH MARKET ACCEPTANCE OF OUR PRODUCT LINEConfidentiality agreements to which we are party may be breached, and we may not have adequate remedies for any breach.  Also, our trade secrets may also be known without breach of such agreements or may be independently developed by competitors. Inability to maintain the proprietary nature of our technology and processes could allow our competitors to limit or eliminate any competitive advantages we may have.

Our success depends on whetherAs part of our business strategy, we intend to consider acquisitions of companies, technologies and products that we believe could improve our ability to compete in our core markets or notallow us to enter new markets.  Acquisitions, involve numerous risks, any of which could harm our business, including, difficulty in integrating the technologies, products, are acceptedoperations and existing contracts of a target company and realizing the anticipated benefits of the combined businesses; difficulty in the market. You should be aware that development stage companies introducing new products into the market are subject to a high level of uncertaintysupporting and risk. Because the market for our vehicles is new and evolving we cannot predict the size and future growth rate,transitioning customers, if any, of the market. We cannot assure you thattarget company; inability to achieve anticipated synergies or increase the market for our vehicles will develop or that demand for our vehicles will emerge or become economically sustainable. Market acceptancerevenue and profit of the acquired business; potential disruption of our products depends on our ability to establish a brand imageongoing business and a reputation for high quality, which will differentiate our branddistraction of products from our competitors. There can be no assurance that our products will be perceived as being of high quality and differentiated from suchmanagement; the price we pay or other products, orresources that we willdevote may exceed the value we realize; or the value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate sufficient revenue to offset acquisition costs.

If we finance acquisitions by issuing equity securities, our existing stockholders may be successfuldiluted; and as a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in establishing our intended brand image. In addition, our management team has no experience manufacturing or marketing vehicles on a large s cale. Our management's lackexcess of experience could resultwhat we anticipate.

RISKS ASSOCIATED WITH OUR COMMON STOCK

If we issue additional shares in the failure offuture our ability to sell our vehicles.existing shareholders will experience dilution.

RELIANCE UPON KEY PERSONNEL AND NECESSITY OF ADDITIONAL PERSONNEL

KAT is largely dependent uponOur certificate of incorporation authorizes the personal efforts and abilitiesissuance of existing management, especially Kenny Thatcher (President) and Julie Bauman (Secretary). The success of KAT will also be largely dependent upon the ability of KATup to continue to attract quality management and employees to help operate KAT as its operations may grow.

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PROCEEDS OF SALE OF SHARES  HELD BY EXISTING SHAREHOLDERS WILL NOT GO TO THE COMPANY

Only the proceeds from the sale of the 2,000,000 newly issued300,000,000 shares of this Offering will be available to the Company. Given the considerable doubt expressed by our auditors as to our ability to continue as a going concern, we are likely to require additional capital in the near future.  The sale of the previously issued securities as registered hereby will not result in additional capital for use by the Company.  We will need to secure additional financial resources or we will be forced to shut down.

TRANSFERABILITY RESTRICTIONS

Transfer restrictions may apply to all or some of the shares within this offering. Legal advice should be sought before any investment is made.

ARBITRARY OFFERING PRICE

The offering price of $0.10 per share of common stock was arbitrarily determined by KAT and is unrelatedwith a par value of $0.001. Our board of directors may choose to specific investment criteria,issue some or all of such as the assetsshares to acquire one or past results of KAT's operations. In determining the Offering price, KAT considered such factors as the prospects, if any, of similar companies, the previous experience of management, KAT's anticipated results of operations, and the likelihood of acceptance of this Offering. Please review any financialmore businesses or other information contained in this offering with qualified persons to determine its suitability as an investment before purchasing any shares in this offering.  Primarily, we relied on the price at which the securities most recently sold.  The Selling Shareholders (other than the founders) purchased these shares at $0.05 per share.  Unless an active trading market develops, and subsequent purchasers are willing to purchase these shares at prices greater than $0.10 per share these Selling Shareholders are likely to sustain a loss on their investment.  Anyone purchasing these shares from Selling Shareholders cannot be assured that even purchases prices substantially less than $0.05 per share; they too will not sustain a loss.

COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS

The securities will be sold pursuant to exemptions from registrationprovide additional financing in the various states in which they are being offered. There can be no assurance that the Offering presently qualifies or will continue to qualify under such exemptions due to, among other things, the adequacy or accuracy of disclosure concerning KAT and its business made in connection with the applicable securities laws or regulations. However, KAT does not believe this Offering presently is or will be in violationfuture. The issuance of any such laws or regulations.shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and to the extent suits for rescission are brought and successfully concluded for failure to register the securities, assetsvoting power of KAT could be adversely affected, thus jeopardizing the abilityall current shareholders. Further, such issuance may result in a change of KAT to operate successfully. Further, the expenditurecontrol of KAT's capital in defending an action by investors or by federal or state authorities, even where KAT is ultimately successful, could have a material adverse effect on KAT's business prospects.our corporation.

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF KAT FAILS TO COMMENCE ITS BUSINESS PLAN.

KAT Racing was formed in December 2005. KAT has no demonstrable operations record,Trading on which you can evaluate the business and its prospects. To date, we have generated only nominal revenues and may incur losses in the foreseeable future. KAT's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition. KAT cannot guarantee that it will be successful in accomplishing its objectives. If we fail to implement and create a base of operations for our business, weOTC Markets may be forced to cease operations, involatile and sporadic, which case investors may lose their entire investment.

THE OFFICERS AND DIRECTORS HAVE NO EXPERIENCE MANAGING A PUBLIC COMPANY. AS A RESULT, WE MAY BE UNABLE TO DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC REPORTING REQUIREMENTS.

Our operations primarily depend oncould depress the effortsmarket price of our officerscommon stock and directors. They have no experience related to public company management or as a principal accounting or principal financial officer. Additionally, neither of the officers nor directors have any career experience related to this type of business with the exception of one who is a metal fabricator (KAT METAL WORX, INC.). Because of these factors, we may be unable to develop and implement our business and manage our public reporting requirements. We cannot guarantee you that we will overcome any such obstacles.

INVESTORS HAVE LIMITED CONTROL OVER DECISION-MAKING BECAUSE OUR OFFICERS AND DIRECTORS CONTROL A SUBSTANTIAL PORTION OF OUR ISSUED AND OUTSTANDING COMMON STOCK.

Our officers and directors own a substantial portion of our outstanding common stock. As a result, these stockholders could exercise substantial control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentrated control may also make it difficult for our stockholders to receive a premium forresell their shares of our common stock in the event we enter into transactions, which require stockholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director, which could make it more difficult for a third party to gain control of our Board of Directors. This concentration of ownership further limits the power to exercise control by the minority shareholders.

WE MAY BE UNABLE TO GENERATE SALES WITHOUT SALES, MARKETING OR DISTRIBUTION CAPABILITIES.shares.

We have not substantially commenced our planned operations and do not have any sales, marketing or distribution capabilities. We cannot guarantee that we will be able to develop a sales and marketing plan or to develop an effective chain of distribution. In the event we are unable to successfully implement these objectives, we may be unable to generate sales and operate as a going concern.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, WE MAY BE FORCED TO GO OUT OF BUSINESS.

We have limited capital resources. To date, we have generated only nominal revenues. Unless we begin to generate sufficient revenues from our proposed off-road vehicle business to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise additional capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.

IF WE ARE UNABLE TO CONTINUE AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR INVESTMENT.

KAT Racing has yet to commence its planned operations. As of the date of this Prospectus, KAT has had only limited start-up operations and generated no significant revenues. Taking these facts into account, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement, of which this prospectus is a part. If KAT's business fails, the investors in this offering may face a complete loss of their investment.

FUTURE ADDITIONAL ISSUANCES OF SHARES OF OUR COMMON STOCK MAY CAUSE INVESTORS TO BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION

We are authorized to issue up to 70,000,000 shares of common stock. Presently, there are 5,749,000 shares of common stock issued and outstanding as of the date of this prospectus. In the event we require additional capital, we may need to issue shares of our common stock in exchange for cash to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Any such future additional issuances of our stock will increase outstanding shares and dilute stockholders' interests.

COMPETITIVE PRESSURES FROM COMPETITORS WITH MORE RESOURCES MAY CAUSE US TO FAIL TO IMPLEMENT OUR BUSINESS MODEL.

KAT Racing is entering the off-road vehicle business, which is a highly competitive market segment with relatively low barriers to entry. Our expected competitors include larger and more established companies. Generally, our actual and potential competitors have longer operating histories, significantly greater financial and marketing resources, as well as greater name recognition. Therefore, many of these competitors may be able to devote greater resources than KAT to sales and marketing efforts, expanding their chain of distribution and hiring and retaining key employees. There can be no assurance that our current or potential competitors will not develop or offer comparable or superior products to those expected to be offered by us. Increased competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.

WE MAY BE UNABLE TO OBTAIN SUFFICIENT QUANTITIES OF QUALITY MERCHANDISE ON ACCEPTABLE COMMERCIAL TERMS BECAUSE WE DO NOT HAVE LONG-TERM DISTRIBUTION AND MANUFACTURING AGREEMENTS.

We intend to rely primarily on product manufacturers and third-party distributors to supply the materials required to produce our vehicles. Our business would be seriously harmed if we were unable to develop and maintain relationships with suppliers and distributors that allow us to obtain sufficient quantities of quality merchandise on acceptable terms. Additionally, we may be unable to establish alternative sources of supply for our products to ensure delivery of merchandise in a timely and efficient manner or on terms acceptable to us. If we cannot obtain and stock our products at acceptable prices and on a timely basis, we may lose sales and our potential customers may take their purchases elsewhere.

OUR REVENUE AND GROSS MARGIN COULD SUFFER IF WE FAIL TO MANAGE OUR INVENTORY PROPERLY.

Our common stock is quoted on OTC Markets. Trading in stock quoted on OTC Markets is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business depends on our ability to anticipate our needs for products and our as yet unidentified supplier's ability to deliver sufficient quantities of products at reasonable prices on a timely basis. Given that we are in the development stage we may be unable to accurately anticipate demand and manage inventory levels thatprospects. This volatility could seriously harm us. If predicted demand is substantially greater than consumer purchases, there will be excess inventory. In order to secure inventory, we may make advance payments to suppliers, or we may enter into non-cancelable commitments with vendors. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete inventory, which could adversely affect our gross margin.

FAILURE BY US TO RESPOND TO CHANGES IN CONSUMER PREFERENCES COULD RESULT IN LACK OF SALES REVENUES AND MAY FORCE US OUT OF BUSINESS.

Any change in the preferences of our potential customers that we fail to anticipate could reduce the demand for the off-road vehicles and off-road vehicle-related merchandise we intend to sell. Decisions about our focus and the specific products we plan to offer will often be made in advance of entering the marketplace. Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our proposed products and lower profit margins.

WE MAY LOSE OUR OFFICERS AND DIRECTORS WITHOUT EMPLOYMENT AGREEMENTS.

Our operations depend substantially on the skills and experience of our officers and directors. We have no other full- or part-time employees. Furthermore, we do not maintain "key man" life insurance on these individuals. Without an employment contract, we may lose our officers and directors to other pursuits without a sufficient warning and, consequently, go out of business.

Our officers and directors are involved in other business activities and they may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, they may face a conflict in selecting between KAT and other business interests. We believe that they will not consider entering a similar line of business as we conduct; however, there can be no assurance of this. KAT has not formulated a policy for the resolution of such conflicts.

CERTAIN NEVADA CORPORATION LAW PROVISIONS COULD PREVENT A POTENTIAL TAKEOVER, WHICH COULD ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affectdepress the market price of our common stock. Because Nevada corporation law requires board approvalstock for reasons unrelated to operating performance. Moreover, OTC Markets is not a stock exchange, and trading of a transaction involving a change in our control, it would besecurities on the OTC Markets is often more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors othersporadic than the candidatetrading of securities listed on a quotation system like NASDAQ or candidates nominated bya stock exchange like the American Stock Exchange. Accordingly, our boardshareholders may have difficulty reselling any of directors.their shares.

THE COSTS AND EXPENSES OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR OPERATIONS.Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

After the effectiveness of this registration statement, we willOur stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The costs of complying with such requirements may be substantial. In the event we are unable to establishany equity security that has a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations. The Company believes its initial cost of SEC reporting will be approximately $4,310 per year.

YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK.

There is no public market for our common stock making the current and potential market for our common stock limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop. If our stock ever becomes tradable, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

INVESTORS MAY HAVE DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE KAT STOCK IS SUBJECT TO PENNY STOCK REGULATION.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a(as defined) less than $5.00 per share or an exercise price of less than $5.00 (other thanper share, subject to certain exceptions. Our securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is providedare covered by the exchange system)penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker/dealer,broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC thatwhich provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealerbroker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer,broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules;these rules, the broker/dealerbroker-dealer must make a special written determination that athe penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in anythe secondary market for athe stock that becomesis subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe the penny stock rules discourage investor interest in, and accordingly,limit the marketability of, our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above for a discussion of penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

RISKS RELATED TO THE OFFERING

Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the GHS Financing Agreement.

The sale of our common stock to GHS Investments LLC in Company securitiesaccordance with the Financing Agreement may find it difficulthave a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to GHS in order to exercise a put under the Financing Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their securities, if at all.shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock. GHS is not permitted to engage in short sales involving our common stock, or to engage in other activities that could manipulate the market for our common stock, during the period commencing May 23, 2017 and continuing through the termination of the Financing Agreement.

SOME OF OUR ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON STOCK COULD BE ADVERSELY AFFECTED.The issuance of shares pursuant to the GHS Financing Agreement may have a significant dilutive effect.

SomeThe number of shares we issue pursuant to the GHS Financing Agreement could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Financing Agreement will vary based on our stock price (the higher our stock price, the fewer shares we have to issue), there may be a potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the presently outstandingFinancing Agreement is realized. Dilution is impacted by the number of shares of common stock aggregating 5,749,000put to GHS, and the stock price which GHS is bound to pay for such shares, which is discounted to reflect a purchase price of 80% of the average of the lowest two (2) trading prices during the pricing period.

GHS Investments LLC will pay less than the then-prevailing market price of our common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. We currently have two shareholders who each own 34.79% of the issued shares, and together own a significant majority of the restrict ed shares, to wit, 69.58% of the aggregate shares of common stock. Thus, sales of shares by these individuals, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect uponcould cause the price of our common stock in any market that might develop.to decline.

Our common stock to be issued under the GHS Financing Agreement will be purchased at a twenty percent (20%) discount. Stated more precisely, GHS will pay eighty percent (80%) of the average of the lowest two (2) trading prices during the ten consecutive trading days immediately preceding each notice to GHS of an election to exercise our "put" right.

GHS has a financial incentive to sell our shares immediately upon receiving them, to realize the profit between the discounted price and the then-current market price. If GHS sells our shares, the price of our common stock may decrease. If our stock price decreases, GHS may have further incentive to sell such shares to maximize its proceeds of sale. Accordingly, the discounted sales price in the Financing Agreement may cause the price of our common stock to decline.

We may not have access to the full amount under the Financing Agreement.

On April 19, 2018, the lowest traded price of the Company’s common stock during the ten consecutive trading day period immediately preceding the filing of this Registration Statement was $0.14. At that price, we would be able to sell shares to GHS under the Financing Agreement at the discounted price of $0.112. At that discounted price, the 6,000,000 shares registered for issuance to GHS under the Financing Agreement would, if sold by us to GHS, result in aggregate proceeds to the Company of $672,000. There is no assurance the price of our common stock will remain the same as the current market price or increase.

Unless an active trading market develops for our securities, investors may not be able to sell their shares.

We are a reporting company and our common shares are quoted on OTC Markets (OTC Pink) under the symbol “FGCO”. However, there is not currently an active trading market for our common stock; and an active trading market may never develop or, if it does develop, may not be maintained. Failure to develop or maintain an active trading market will have a generally negative effect on the price of our common stock, and you may be unable to sell your common stock or any attempted sale of such common stock may have the effect of lowering the market price, and therefore, your investment may be partially or completely lost.

Since our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our common stock is thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to):

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTC Link (OTC Pink tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

USE OF PROCEEDS

Some of the shares being registered in this registration statement are issued and outstanding and held by the selling shareholders. The selling security holdersCompany will receive the net proceeds from the sale of their shares. We will not receive any ofuse the proceeds from the sale of thesethe shares although we have agreedof common stock sold to payGHS, for general corporate and working capital purposes, acquisitions of assets, businesses or operations, or for other purposes that the expenses relatedBoard of Directors, in good faith, deems to be in the registrationbest interest of such shares.the Company.

An additional 2,000,000 shares are being sold by the company.   100% of these proceeds will go to the company under the following use of proceeds.

The net proceeds will be uses as follows if 100%, 75%, 50% or 25% of the funds are raised:

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DETERMINATION OF OFFERING PRICE

As there is no public market for our shares, we used the price of $0.10 per share. TheWe have not set an offering price for the shares registered hereunder, as the only shares being registered are those sold pursuant to the GHS Financing Agreement. GHS may sell all or a portion of the common stock has been arbitrarily determined and bears no relationshipshares being offered pursuant to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. The selling shareholders will sellthis prospectus at a price of $0.10 per share until the shares are quoted on the OTC Bulletin Board; or in another quotation medium and, thereafter,fixed prices, at prevailing market prices at the time of sale, at varying prices, or at privately negotiated prices. To date, we have made no effort

DILUTION

Not applicable. The shares registered under this registration statement are not being offered for purchase. The shares are being registered on behalf of the selling shareholder pursuant to obtain listing or quotationthe GHS Financing Agreement.

SELLING SECURITY HOLDER

The selling stockholder identified in this prospectus may offer and sell up to 6,000,000 shares of our securities on a nationalcommon stock, exchangewhich consists of shares of common stock to be initially purchased by GHS pursuant to the Financing Agreement. If issued presently, the shares of common stock registered for resale by GHS would represent 16.74% of our issued and outstanding shares of common stock as of April 19, 2018.

We may require the selling stockholder to suspend the sales of the shares of our common stock being offered pursuant to this prospectus upon the occurrence of any event that makes any statement in this prospectus or association. We havethe related registration statement untrue in any material respect or that requires the changing of statements in those documents in order to make statements in those documents not misleading.

The selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or approached any broker/dealers with regard to assisting us apply for such listing.

DILUTION

"Dilution" represents the difference between the offering priceall of the shares of common stock described under the column “Shares of Common Stock Being Offered” in the table below.

GHS will be deemed to be an underwriter within the meaning of the Securities Act. Any profits realized by the selling stockholder may be deemed to be underwriting commissions.

Information concerning the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the net book value per sharenumber of shares of common stock immediately after completion ofthat will actually be held by the offering. "Net book value" is the amount that results from subtracting total liabilities from total assets. Our net book value on March 31, 2008 was $67,314. Assuming all 2,000,000 shares offered are sold, and in effect Kat receive the maximum estimated proceedsselling stockholder upon termination of this offering, from shareholders, Kat net book value will be approximately $0.034 per share. Therefore, any investor will incur an immediate and substantial dilution of approximately $0.066 per share whilebecause the Kat presentselling stockholder will receive an increase of $0.023 per share in the net tangible book value of the shares that he holds. This will result in a 66.00%% dilution for purchasers of stock in this offering.

The following table illustrates the dilution to the purchasermay offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this offering for both maximum proceeds as summarized above and minimum proceeds.prospectus.

Selling Security HoldersThe manner in which the selling stockholder acquired or will acquire shares of our common stock is discussed below under “The Offering.”

The following table sets forth (i)the name of the selling stockholder, the number of outstanding shares of our common stock beneficially owned by such stockholder before this offering, the selling stockholders prior to the offering; (ii) the aggregate number of shares to be offered by eachfor such stockholder pursuant to this prospectus;stockholder’s account and (iii) the amountnumber and (if one percent or more) the percentage of the class to be beneficially owned by such security holderstockholder after completion of the offeringoffering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is complete:

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In and around 2006, we sold approximately 5,749,000not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days of April 19, 2018, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the twenty-seven aforementioned shareholders. Withautomatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the exceptionshare ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 35,837,900 shares of our founders, Julie Bauman, Michael Zulianicommon stock outstanding as of April 19, 2018.

Unless otherwise set forth below, (a) the persons and Kenny Thatcher,entities named in the table have sole voting and sole investment power with respect to the shares were issued at a price of $0.05 per share for total cash in the amount of $51,450 (not including the $15,700 paid by the founders). The shares bear a restrictive transfer legend. These transactions (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about KAT Racing, including an audited balance sheet and reviewed statements of income, changes in stockholders' equity and cash flows.

Other than Kenny Thatcher, President and Director and Julie Bauman, Secretary, Treasurer and director, none ofset forth opposite the selling stockholders has been affiliated with KAT Racing instockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any capacity inposition, office or other material relationship within the past three years.  Noneyears, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the selling stockholders isfiling of the registration statement of which this prospectus forms a broker/dealer or an affiliate of a broker/dealer.part.

Notes:

Notes:THE OFFERING

This chart assumes

On May 23, 2017, we entered into an Equity Financing Agreement (the “Financing Agreement”) with GHS Investments LLC (“GHS”). Although we are not required to sell shares under the saleFinancing Agreement, the Financing Agreement gives us the option to sell to GHS, up to $11,000,000 worth of all 5,749,000 offeredour common stock, in this prospectus.

* An asterisk identifies the individual(s) who have voting and dispositive powerincrements, over the entity identified.

(1) Mike Zuliani has voting and dispositive power over B & Z Consulting.

(2) Joe Yakubik has voting and dispositive power over Braelynn Land Trust LLC.

(3)  Todd Bauman has voting and dispositive power overperiod ending twenty-four (36) months after the Todd Bauman SEP account.

(4)  Joseph and Kristine Bauman have voting and dispositive power over Bauman 1994 Trust.

Shareholder relationshipsdate this Registration Statement is deemed effective. $11,000,000 was stated to other shareholders andbe the total amount of available funding in the Financing Agreement, because this was the maximum amount that GHS agreed to management are as follows:

PLAN OF DISTRIBUTION

offer us in funding. There is no publicassurance the market forprice of our common stock. Ourstock will increase in the future. The number of common shares that remain issuable may not be sufficient, dependent upon the share price, to allow us to access the full amount contemplated under the Financing Agreement. If the bid/ask spread remains the same we will not be able to place puts for the full commitment under the Financing Agreement. Based on the lowest traded price of our common stock during the ten (10) consecutive trading day period preceding April 19, 2018 of $0.14, the registration statement covers the offer and possible sale of $840,000 worth of our shares. Upon execution of the Financing Agreement we issued to GHS a $30,000 Promissory Note as a commitment fee. The Promissory Note will mature nine months from execution, provided that the Registration Statement is currently held amongstfiled with the SEC.

The purchase price of the common stock will be set at eighty percent (80%) of the average of the lowest two (2) trading prices of the common stock during the ten consecutive trading day period immediately preceding the date on which the Company delivers a small communityput notice to GHS. In addition, there is an ownership limit for GHS of shareholders. Therefore,9.99%.

GHS is not permitted to engage in short sales involving our common stock, or to engage in other activities that could manipulate the current and potential market for our common stock, is limitedduring the period commencing May 23, 2017 and continuing through the liquiditytermination of our shares may be severely limited. To date, we have made no effort to obtain listing or quotationthe Financing Agreement. In accordance with Regulation SHO, however, sales of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for investors in our common stock by GHS after delivery of a put notice of such number of shares reasonably expected to sell their shares. We cannot guarantee thatbe purchased by GHS under a meaningful trading marketput will develop.not be deemed short sales.

Any material information with respectIn order for the Company’s exercise of a put to be effective, we must deliver the plandocuments, instruments and writings required under the Financing Agreement. GHS is not required to purchase the put shares unless:

As we draw down on the equity line of distribution not previously disclosed in this registration statement or any material change to such informationcredit reflected in the registration statementFinancing Agreement, shares of our common stock will be includedsold into the market by GHS. The sale of these shares could cause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in our stock price. The Company determines when and whether to issue a put to GHS, so the registration statement through a post effective amendment

IfCompany will know precisely both the stock ever becomes tradable,price used as the tradingreference point, and the number of shares issuable to GHS upon such exercise. You should be aware that there is an inverse relationship between the market price of KAT'sour common stock couldand the number of shares to be subjectissued under the equity line of credit. We have no obligation to wide fluctuations in response to various eventsutilize the full amount available under the equity line of credit.

Neither the Financing Agreement nor any of our rights or factors, many of which are beyond KAT's control. As a result, investorsGHS’s rights thereunder may be unableassigned to sell their shares at or greater than the price they are being offered at.any other person.

PLAN OF DISTRIBUTION

The selling stockholdersstockholder may, offer theirfrom time to time, sell any or all of its shares of Company common stock on OTC Markets or any other stock exchange, market or trading facility on which the shares of our common stock are traded, or in private transactions. These sales may be at various times infixed prices, prevailing market prices at the time of sale, at varying prices, or at negotiated prices. The selling stockholder may use any one or more of the following transactions:methods when selling shares:

Additionally, broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commissions in compliance with FINRA Rule 2440; and in the case of a principal transaction, a markup or markdown in compliance with FINRA IM-2440.

1.

InGHS is an underwriter within the over-the-counter market;

2.

Onmeaning of the Securities Act of 1933, and any exchange, whichbroker-dealers or agents that are involved in selling the shares may hereafter be listed;

3.

In negotiated transactions other than on such exchanges;

4.

By pledgedeemed to secure debts and other obligations;

5.

Inbe “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. Any commissions received by such broker-dealers or agents, and any profit on the writingresale of non-tradedthe shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. GHS has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Company’s common stock. Pursuant to a requirement by FINRA, the maximum commission or discount to be received by any FINRA member or independent broker-dealer may not be greater than 8% of the gross proceeds received by us for the sale of any securities being registered pursuant to Rule 415 promulgated under the Securities Act of 1933.

Discounts, concessions, commissions and exchange-traded call options,similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder. The selling stockholder may agree to indemnify any agent, dealer, or broker-dealer that participates in hedge transactions in covering previously established short positionsinvolving sales of the shares if liabilities are imposed on that person under the Securities Act of 1933.

We are required to pay certain fees and in settlementexpenses incurred by us incident to the registration of other transactions in standardized or over-the-counter options; or

6.

In a combinationthe shares covered by this prospectus. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933. We will not receive any proceeds from the resale of any of the above transactions.

The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering priceshares of $0.10 per share until a trading market develops in our common stock at which timeby the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. The selling stockholders may use broker/dealers to sell their shares. The broker/dealersstockholder. We will either receive discounts or commissionsproceeds from the selling stockholders, or they will receive commissions from purchaserssale of shares.

The selling stockholders may transferour common stock to GHS under the shares by meansFinancing Agreement. Neither the Financing Agreement with GHS nor any rights of gifts, donations and contributions. This prospectusthe parties under the Financing Agreement with GHS may be used by the recipients of such gifts, donations and contributionsassigned or delegated to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information. We will include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.person.

We have entered into an agreement with GHS to keep this prospectus effective until GHS (i) has sold all of the common shares purchased by it under the Financing Agreement and (ii) has no further right to acquire any additional shares of common stock under the Financing Agreement.

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In order to comply with the applicable securities laws ofaddition, in certain states, the securitiesresale shares may not be offered or sold unless they have been registered or qualified for sale in such statesthe applicable state or an exemption from suchthe registration or qualification requirement is available and with which KAT and the selling stockholders have complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available.

Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.complied with.

Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be "underwriters" within the meaning of the Securities Act. Any commissions received by such broker/dealers and any profits realized on the sale of shares by them may be considered underwriting discounts and commissions under the Securities Act. The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act. If the selling stockholders are deemed underwriters, they may be subject to liabilities under the Securities Act of 1933.

The selling stockholders will also be subject to applicable provisions of the Exchange Actrules and regulations under the Securities Exchange Act which may limit the timing of purchases and sales of the shares by the selling stockholders. Furthermore, under Regulation M under the Exchange Act,1934, any person engaged in the distribution orof the sale ofresale shares may not simultaneously engage in market making activities with respect to ourthe common stock for athe applicable restricted period, of two business daysas defined in Regulation M, prior to the commencement of suchthe distribution. All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.

The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them. The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus. We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.

Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, manner and size of each with the distribution of the shares. The selling stockholders may only offer and sell common stock using this prospectus in transactions at a fixed offering price of $0.10 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. There is no assurance, therefore, thatIn addition, the selling stockholders will sell any or all of the shares. In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby. Our private inve stors held no influence on the decision to become a public reporting company.

There is no current market for our shares

There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.  The shares you purchase are not traded or listed on any exchange. We intend to have our common stock quoted on the OTC Bulletin Board. However, there is no assurance that we will be successful in finding a market maker who will be successful at having our shares quoted. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.  The OTC Bulletin Board is maintained by the National Association of Securities Dealers (the NASD, now known as the Financial Industry Regulatory Authority (FINRA)). The securities traded o n the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated underapplicable provisions of the Securities Exchange Act of 1934 as amended, imposeand the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales practice and disclosure requirements on FINRA brokers-dealers whoof shares of the common stock by the selling stockholder or any other person. We will make a market in a Penny stock. A penny stock generally includes any non-NASDAQ equity security that has a market pricecopies of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or Accredited investor (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser& #8217;s written consentthis prospectus available to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

21

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of our shares and impede the sale of our shares in the secondary market, assuming one develops.  We  may sell some or all of our shares at a fixed price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Sales by us must be made at the fixed price of $0.10 until a market develops for the stock.

Certain Market Informationselling stockholder.

This Offering is the initial public offering of our securities. Accordingly, there has been, and there currently is, no public trading market for our common stock. Although we intend to seek a listing for our common stock on the OTCBB, a public trading market may never develop or, if one develops, may not be sustained. There is no guarantee that an active trading market for our securities will develop. You will likely not be able to sell your securities if an active trading market for our securities does not develop. Further, we can give no assurance that such a market could be sustained if a trading market for our securities were to develop, nor that our securities offered hereby could be resold at their original offering price or at any other price. Any market for our securities that may develop will very likely be a limited one and, in all likelihood, be highly volatile. In any event, if our securities traded at a low price, many brokerage firms may choose not to engage in mar ket making activities or effect transactions in our securities. Accordingly, purchasers of our securities may have difficulties in reselling them and many banks may not grant loans using our securities as collateral.

LEGAL PROCEEDINGSDESCRIPTION OF SECURITIES TO BE REGISTERED

No director or officer of KAT Racing has been convicted in a criminal proceeding, exclusive of traffic violations.General

No director or officer of KAT has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

No director or officer of KAT has been convicted of violating a federal or state securities or commodities law.

There are no known pending legal proceedings against KAT.

No director or officer of KAT has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Executive Officers and Directors

Directors are elected by the stockholders to a term of one year and serve until his or her successor is elected and qualified. Officers are appointed by the Board of Directors to a term of one year and serve until his or her successor is duly elected and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus:

Notes:

(1)

A Director will hold office until the next annual meeting of the stockholders, which shall be held in January of 2009.  At the present time, Officers are appointed by the Board of Directors and will hold office until he or she resigns or is removed from office.  The maximum number of directors weWe are authorized to have is at the discretionissue an aggregate of the Board of Directors. However, in no event may we have less than one director. Although we anticipate appointing additional directors, we have not identified any such person(s).

(2)

Both Kenny Thatcher and Julie Bauman have held their respective offices/positions since December 2005 and are expected to continue to hold their offices/positions until the next annual meeting of our stockholders. At the date of this prospectus, we are not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Background of Directors, Executive Officers, Promoters and Control Persons

Kenny Thatcher

President and Director - Mr. Thatcher the owner/fabricator for KAT METAL WORX, INC. He learned how to fabricate and weld back in high school. He attended a trade school that taught him how to work with fabricate and weld metal. In 1995 he graduated high school and started work with RAMM Corp. There he put his skills to work welding and fixing large machinery. In 1997 he went to work with Cashman Equipment as a welder and mechanic for large machinery. In 1999 he started work with Clark County doing maintenance. He continued to use his skills fabricating and welding different jobs that would arise. In 2001 he went to work for Patrick signs where he was able to put artistic talent to work. He designed, fabricated and welded signs for many companies around town. In August 2003 he started his own company called KAT METAL WORX, INC. His company specializes in designing, fabricating and building off road racecars, sand dune buggies and pre-runners. His shop has grown from himself to a crew of four employees with a waiting list to get your car built or fixed. In December 2005, he started Kat Racing, Inc.

Julie Bauman

Secretary, Treasurer, and Director - Ms. Bauman is a native of Las Vegas, Nevada. Ms. Bauman graduated in 1992 and immediately went to work for a real estate firm as an office manager (Prudential Hallmark Realty from 1991-94). From there she went to work for National Title as a commercial escrow assistant. While working for national Title, Ms. Bauman started a window covering company to new and existing home owners. Ms. Bauman eventually left national Title to run her company, which was eventually sold to another company. Ms. Bauman then became a commercial escrow officer of 1st American Title where she managed a four person team in handling multi-million dollar deals for her current client base. Ms. Bauman was one of the largest producers for 1st American Title, which is one of the largest publicly traded title companies in the U.S.A.

Ms. Bauman worked at National Title from 1994 to 1998 and from 2000 to 2001.  She worked at First American Title from 2001to March 2006 and Fiesta Blinds from 1993 to March 2006.    She started Kat Racing, Inc. in December 2005. Since March 2006, Ms. Bauman's only employment has been with Kat Racing, Inc.

Neither Kenny nor Julie have been the subject of:

1.

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses) ;

3.

Any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

4.

A finding by a court of competent jurisdiction (in a civil action) , the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

BOARD COMMITTEES

We have not yet implemented any board committees as of the date of this prospectus.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known by us to be beneficial owners of more than 5% of any such outstanding classes of securities, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, sole voting and investment power over their shares.

Footnotes

1.

All shares owned directly are owned beneficially and of record and such shareholder has sole voting, investment, and dispositive power, unless otherwise noted.

2.

Based upon 5,749,000 shares of Common Stock issued pre-offering.

3.

Assumes the sale of all 7,749,000 Shares offered pursuant to this Prospectus.

4.

B and Z Consulting, LLC is managed and owned by Michael Balabon, Esq. and Michael Zuliani.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 70,000,000three hundred million (300,000,000) shares of common stock, with a$0.001 par value per share. As of $0.001 per share, and 5,000,000April 19, 2018 we had 35,837,900 shares of preferredcommon stock par value $0.001.  No Preferred shares have been issued.

Common Stockissued and outstanding.

Each share of common stock entitles its holder toshall have one (1) vote either in person or by proxy, at meetings of stockholders. Stockholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than 50% of the issued and outstanding shares ofper share. Our common stock can elect all of our directors. Holders of common stock have no preemptive or other subscription rights, conversion rights, redemption or sinking fund provisions.

In summary, the holders of our common stock:

1.

Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors;

2.

Are entitled to share ratably in all of assets availabledoes not provide for distribution to holders of common stock upon liquidation, dissolution or winding up of corporate affairs;

3.

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

4.

Arerights. Our common stock holders are not entitled to one vote per share on all matters on which stockholders may vote.cumulative voting for election of the Board of Directors.

All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in KAT shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

Preferred StockDividends

We are authorized to issue 5,000,000 shares of preferred stock, $0.001 par value. However, KAT has not issued any preferred stock to date.

We have no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock. The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the laws of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the stockholders and may adversely affect the voting and other rights of the hold ers of common stock.

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

Preemptive Rights

No holder of any shares of our stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.

Non-Cumulative Voting

Holders of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders.our shareholders. The declaration of any future cash dividend will bedividends is at the discretion of the Boardour board of Directorsdirectors and will dependdepends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. We doIt is our present intention not intend to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

WarrantsSecurities Authorized For Issuance Under Equity Compensation Plans

ThereThe Company recognizes the fair value of stock-based compensation awards as wages in the accompanying statements of operations on a straight-line basis over the vesting period, using the Black-Scholes option pricing model, which is based on risk-free rates of 0.85% to 1.41% in 2017 and 0.97% in 2016, dividend yield of 0%, expected life of 2 years and volatility of 43% to 137%.

Preferred Stock

The Company does not have a preferred stock authorization in its articles of incorporation.

Financial Gravity Holdings, a subsidiary of the Company, has authorized the issuance of up to 10,000,000 shares of preferred stock, by action of the Board of Directors. The preferred stock authorization has not been formalized via the filing of an amendment to the certificate of formation of Financial Gravity Holdings. The rights and obligations of the preferred stock are as determined by the Board of Directors at the time of issuance.

For each of the Company and Financial Gravity Holdings, its subsidiary, no preferred shares are issued or outstanding warrantsas of December 31, 2017, September 30, 2017 and 2016, respectively.

Penny Stock Considerations

Our shares will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to purchasemean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders may find it difficult to sell their securities.

Options

There are no options to purchase our securities outstanding. We may, in the future, establish an incentive stock option plan for our directors, employees and consultants.

Admission to Quotation on the OTC Bulletin Board

We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it

(1)

is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2)

securities admitted to quotation are offered by one or more Broker-dealers rather than the specialist common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.

Reports

After this offering, we will furnish our shareholders with annual financial reports certified by independent accountants, and may, at our discretion, furnish unaudited quarterly financial reports.

Our annual and quarterly financial reports will be filed with the Securities and Exchange Commission and made available on its web page at www.sec.gov.

Transfer Agent

We have engaged the services of Pacific Stock Transfer Company.  Their contact information is as follows:

Pacific Stock Transfer Company

500 E. Warm Springs

Suite 240

Las Vegas, Nevada 89119

Telephone number: (702) 361-3033

INTERESTINTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. Michael Balabon, Esq., our independent legal counsel, has provided an opinion on the validity of our common stock. Michael Balabon, Esq. has been our legal counsel since inception.  He has been retained for purposes of facilitating our efforts in securing registration before the Commission.

The audited financial statements for the Company for the years ended September 30, 2016 and 2015 included in this prospectus and the registration statement have been audited Moore & Associates Chartered Accountants Professional Corporation, Independent Registered Public Accounting FirmbyWhitley Penn LLP, an independent registered public accounting firm, to the extent and for the periods set forth in theirour report appearing elsewhere herein and in the registration statement, and are includedincorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Audit CommitteeThe legality of the shares offered under this registration statement is being passed upon by Brunson Chandler, & Jones, PLLC.

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on managements belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.INFORMATION WITH RESPECT TO THE REGISTRANT

DISCLOSUREDESCRIPTION OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIESBUSINESS

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons under the above provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is unenforceable.

ORGANIZATION WITHIN THE LAST FIVE YEARS

We wereThe Company was incorporated in the State of Nevada on December 5, 2005.  Please see section entitled "Recent Sales2005 as Kat Racing, Inc. On January 4, 2013, the Articles of Unregistered Securities" for capitalization history.  AsIncorporation were amended to change the name of the Company to Prairie West Oil & Gas, Ltd. On July 26, 2013, the Articles of Incorporation were amended to change the name of the Company to Pacific Oil Company. On October 31, 2016, following a reverse merger transaction (the “Merger”), the Articles of Incorporation were amended to change the name of the Company to Financial Gravity Companies, Inc.

The accounting acquirer (legal acquiree) in the Merger, Financial Gravity Holdings, Inc. (“Financial Gravity Holdings”), was incorporated in Texas on September 29, 2014. On the effective date of this registration statement, KATthe Merger, the business of Financial Gravity Holdings became the only business of Pacific Oil Company (currently named Financial Gravity Companies, Inc.).

Also pursuant to the Merger, each of the shares of Financial Gravity Holdings common stock issued and outstanding prior to the Merger was automatically converted into and exchangeable for an equivalent number of fully paid and non-assessable shares of Company common stock.

The accounting acquirer (legal acquiree) in the reverse merger transaction, Financial Gravity Holdings, is now a subsidiary of the Company. Business Legacy, Inc., founded in 2002, and Pollock Advisory Group, founded in 2007, were added on September 29, 2014, as subsidiaries. During fiscal year 2015, the Company acquired as additional subsidiaries, Cloud9b2b, LLC and SASH Corporation (dba Metro Data Processing). During fiscal year 2016, the Company acquired an additional subsidiary, Tax Coach Software, LLC. The Company and its subsidiaries deliver a wide range of accounting, tax planning and management services to high net worth individuals and businesses nationwide.

Organic growth has had only limited start-up operationscome in four key areas.

All future growth is expected to come from these four key areas, as well as through organic growth, acquisitions, and strategic alliances.

Products and Services

The following outline briefly describes Financial Gravity’s various subsidiaries and the products and services they offer:

Financial Gravity Operations, Inc.   Financial Gravity Operations manages operational expenses for the shared services of the subsidiaries.

Financial Gravity Tax, Inc. formerly Business Legacy, Inc.   Financial Gravity Tax is a bookkeeping, tax planning and payroll service provider for small companies and individuals.

Financial Gravity Wealth, Inc. formerly Pollock Advisory Group, Inc. Financial Gravity Wealth is a registered investment advisor and provides asset management services.

Financial Gravity Business, LLC formerly Cloud9b2b, LLC Financial Gravity Business provides business consulting services to Small Business Owners that identify way to leverage a business’ current assets (people, platforms and processes) and reduce exposure to risk, both short-term and long-term, while simplifying the business and increasing profitability.

Financial Gravity Ventures, LLC formerly Cloud9Accelerator, LLC Financial Gravity Ventures holds acquired companies and business assets until they are integrated into the main stream Financial Gravity business structure.

Sash Corporation dba Metro Data Processing Metro Data Processing provides payroll services, software and support solutions to business owners.

Tax Coach Software, LLC Tax Coach Software provides three primary services including monthly subscriptions to the “TaxCoach” software system, coaching and email marketing services.

Competition

The market is comprised of a very large selection of varied suppliers that provide financial advisory, accounting, and tax needs. These include accounting firms, certified public accountants (“CPA's”), bookkeeping businesses, estate planners, lawyers, wealth management consultants, estate offices, private offices, banks, and large financial institutions. However, many of these firms are either too big to provide the customized services that small business owners are seeking, are too expensive, or simply do not have the customized services that Financial Gravity offers to meet the needs of small business owners and high net worth individuals.

Financial Gravity has not generated substantivea unique product and service delivery model that has been proven to work over the past years. Financial Gravity believes that its superior products, services and overall customer service will enable it to achieve its target sales and revenue.

DESCRIPTION OF BUSINESSIn addition, Financial Gravity considers a number of its small to medium-sized business competitors to potentially be attractive acquisition targets.

GeneralIntellectual Property

Kat Racing designs, manufactures, markets sellsFinancial Gravity maintains copyrights or trademarks on all of its printed marketing materials, the financialgravity.com website and distributes custom off-road racingother web pages, and recreational vehicles. We striveproprietary software. Financial Gravity’s goal is to join leaderspreserve its trade secrets, and operate without infringing on the proprietary rights of other parties.

To help protect its proprietary know-how, which is not patentable, Financial Gravity currently relies and will in the industry, developingfuture rely on trade secret protection and innovating so asconfidentiality agreements to proffer our customers cost-efficient high quality custom-built, off-road racingprotect its interests. To this end, Financial Gravity requires all of its employees, consultants, advisors and recreational vehicles. We test our parts in real-world conditionsother contractors to insure high quality carsenter into confidentiality agreements that prohibit the disclosure of confidential information and, products. We race what we sell. Our vehicles are assembled by our affiliate KAT METAL WORX, INC.  Kat Metal Worx is 100% owned by Kenny Thatcher who is the President of Kat Racing.  The arrangement between Kat Metalwhere applicable, require disclosure and Kat Racing is as follows.  Kat Metal pay for the parts and materialsassignment to build the car.  Kat Racing reviews those invoices and reimburses Kat Metal for the costsFinancial Gravity of the Supplies.  There is no mark up onideas, developments, discoveries and inventions important to its business.

Employees

As of September 30, 2017 Financial Gravity has approximately 19 full-time employees. None of the materials or parts.  Kat Racing then markets the products.   The profits from the salesCompany’s employees are split 50/50 between Kat Racing and Kat Metal Worx. Kat Metal Worx, Inc. will not charge for any labor or overhead in buildingcovered by a car.  Kat Racing is charged only for parts and Kat Racing submits such parts bills to random price checks to ensure accuracy. collective bargaining agreement. Financial Gravity believes that it maintains good relations with its employees.

Legal Proceedings

From time to time, we may utilize the services ofare a party to or otherwise involved in legal proceedings, claims and other companies or individuals to assemble our vehicles.

Kat Racing is engagedlegal matters, arising in the businesses of:

(1)

Designing, manufacturing, marketing and selling custom fabricated off-road racing and recreational vehicles to sports and recreational enthusiasts;

(2)

Providing a full-rangeordinary course of services that cater to the off-road automotive enthusiast, including post-purchase add-on customization and the installation of additional accessories; and

(3)

The restoration, repair, servicing of these vehicles. We also intend to sell aftermarket off-road automotive parts, accessories, and related apparel assuming we are able to attract the requisite capital and resources.

Our affiliate's manufacturing operations consist of in-house production of components and parts, primarily assembly and finishing of components, painting, conversion and assembly of vehicles, and quality control, which includes performance testing of finished products under running conditions. The custom design, fabrication, finish and paint processes are moved into and out of each aspectour business or otherwise. A subsidiary of the manufacturing process.

We test our partsCompany is currently involved in one legal proceeding, the off road racing circuits such as SCORE International, Best in the Desert and Southern Nevada Off Road Enthusiasts. We also do testing in the desert to insure quality.  We still test the lower grade parts and accessories in testing situations for use on the pre runners and sand buggies.  Lower grade parts wouldoutcome of which will not be used in racecars.  We choose certain random races each year in whichmaterial to our clients useability to operate or market our products and cars in their racing and after the races the cars are inspected by Kat Racing.services, our consolidated financial position, results of operations or cash flows.

Our full range ofGovernment Regulation

The services include brand new construction of race cars to pre-runner to sand buggy.  It also included preparation of existing vehiclesprovided by Financial Gravity, through its subsidiaries, are extensively regulated by federal and installation of partsstate authorities in the United States. Financial Gravity believes it is in compliance with federal and repairs.  As of right now we were focusing strictly on the sales side of the businessstate qualification and have not actively marketed the services side.  We have just started the marketing of the services side to include repair and maintenance.  We expect to have revenue from this service side shortly. Kat Racing is currently stressing its repair and maintenance services on its website andregistration requirements in communications with prospective customers.  Given initial interest, Kat Racing expectsorder that it will have beginning revenues from the service side in the near future.may continue to provide services to its clients consistent with applicable laws and regulations.

Other Information

We are following up with past Kat Metal Worx clients as possible future clients for services and products.  We are also anticipating making Kat Racing the only marketing arm of Kat Metal Worx and having all of the sales go through Kat Racing.  Kat Metal Worx has built up its own client base over its yearshave not been involved in existence.  When Kat Racing was started two years ago Kat Metal Worx had a waiting list of cars to be built.  In the time since then, that list has been depleted through cars having been built and sold or through the withdrawal of names by the clients.  To date Kat Metal has built 6 cars in '06, 1 in '07 and 2 cars are nearly completed in '08.

We have never been party to any bankruptcy receivership or similar proceeding, norproceeding. Additionally, we have we undergone any materialnot been involved in a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. Our administrative office is located at 3227 Meade Ave., Suite 3A, Las Vegas Nevada 89102.

KAT's fiscal year end is September 30.

Principal Products and Market(s)

Kat Racing designs, manufactures, markets, sells and distributes custom off-road racing and recreational vehicles. We strive to join leaders in the industry, developing and innovating so as to proffer our customers cost-efficient high quality custom-built, off-road racing and recreational vehicles. We test our parts in real-world conditions to insure high quality cars and products. We do not intend to manufacture or produce any item in-house, save for periodic repairs and for rare instances wherein a simple manufactured product will expedite the delivery of the vehicle. Essentially all parts and products will be purchased from third-party suppliers or manufacturers. The vehicles are assembled by our affiliate company and others We may also enter into private-label relationships with manufacturers to place our corporate name on selected products.

To date we have only sold 3 chassis's.  We have built one vehicle and it is presently being marketed for sale though it has not yet been sold. The product line we can produce and market presently includes customized variations based on the following models:

Kat 1  Approximate retail price: $145,000

Kat 10  Approximate retail price: $100,000

Big Daddy  Approximate retail price: $65,000

Mini 2  Approximate retail price: $25,000

Mini 4  Approximate retail price: $27,500

We design, manufacture, market, sell and distribute American-made, high performance off-road racing and recreational vehicles These products include our stock models summarized above, and vehicles built to our customers' specifications. We make use of a "just in time" approach ordering parts on an as-needed basis. This results in reduced inventory and minimizes our capital needs. We also believe that this made-to-order approach helps produce greater customer satisfaction and reduces the burden on our cash flow.

The Company looked at other similar models in the marketplace and what they were selling for.  The company also took into consideration what the market would bear.

Upon completion of our public offering, our specific goal is to profitably develop our sales. We intend to accomplish the foregoing through the following milestones:

1.

Complete our public offering. We believe this could take up to 180 days from the date the Securities and Exchange Commission declares our offering effective. We will not begin additional operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.

2.

After completing the offering, we will immediately hire an outside web designer to begin development of our website for sales and begin negotiations with service providers to develop our network infrastructure and transaction processing systems. The negotiation of service providers and the development and maintenance of the website, network infrastructure and transaction processing systems will be ongoing during the life of our operations. Developing a workable version of our website will take approximately three months, and developing workable versions of our network infrastructure and transaction processing systems will take approximately six months.

3.

Approximately 90 days after we complete our public offering, we intend to promote our website primarily through viral marketing, such as blogs, postings on online communities such as Yahoo!(R) Groups and amateur websites such as YouTube.com, and other methods of getting Internet users to refer others to our website by e-mail or word of mouth. We also intend to use search engine optimization, the marketing of our website via search engines by purchasing sponsored placement in search result, and to enter into affiliate marketing relationships with website providers to increase our access to Internet consumers. We believe that it will cost a minimum of $15,500 for our online marketing campaign. Marketing is an on-going matter that will continue during the life of our operations. A detailed breakdown of marketing costs for 12 months is set forth in the Use of Proceeds section of this prospectus.

4.

Approximately 90 days after we complete our public offering, we intend to promote our parts and vehicles through auto and off road magazines.

Distribution Methods of the Products

The Internet lends itself well to the distribution of off-road vehicles and off-road vehicle-related merchandise due to its ability to provide pictures, information and purchasing capabilities direct to the consumer, at his or her leisure. Our website has not been fully developed at this point in time.

We also take our vehicles to rallies and races for purposes of exposing our company and product line to potential customers and showcasing our innovative and cost conscious vehicles.

Our goal is to produce what we believe is a superior U.S.-made high-performance off-road vehicle safe enough for the casual enthusiast but rugged enough for the professional racer. We use quality parts, materials and workmanship. We seek market share, both domestically and internationally.

Vehicles will be delivered either through commercial transportation services or through independent contractors.  Depending on the location within the U.S., costs could range from as low as $200 to as much as $4,000.  Customers will be responsible for all shipping costs.

Marketing

Our marketing program will focus on two major objectives:

(1)

corporate/product name identification; and

(2)

lead generation for private individual customer sales and potential distribution channels.

Corporate product name and product identification will use advertising, promotions,registered public relations and participation in major off-road events. We also will sponsor racing teams and special promotional events and participate in major off-road enthusiasts shows, rallies and conventions. To establish our brand name among the off-road enthusiast public, we first unveiled our prototype, the "Big Daddy". We also hope to license certain of our trademarks on a broad range of consumer items assuming our brand name becomes a marketable commodity.

Lead generation activities are intended to identify distribution partners potentially interested in promoting our product line. Our primary effort will be generating leads so dealers can sell our vehicles. We will identify geographic regions where off-road racing enthusiasts typically congregate including the American southwest.

Depending upon the availability of capital resources, will use print media advertising and direct marketing to generate customer Print media advertising will focus on national off-road enthusiast magazines (typically with modest-sized, full color ads) and local newspaper ads together with dealers' local promotional activities. We will evaluate local radio and cable TV ads on a location-by-location basis depending on reach, frequency, and cost.

We believe direct mail programs; including inexpensive give-always (such as promotional CD's, high quality posters and merchandise) can be cost-effective if focused on a local basis. Our ad and promotional campaigns will be available on our website.

Industry Background and Competitive Business Conditions

Off-road racing is a format of racing where various classes of specially modified vehicles (including cars, trucks, vehicles, and buggies) compete in races through off-road environments.

We intend to design, manufacture, market, sell and distribute custom-made off-road vehicles to racing enthusiasts and recreational drivers. We are a small, start-up company and have not generated significant revenue. Many of our competitors have longer operating histories, as well as established manufacturing and supply chain systems, and greater financial, management, sales, marketing and other resources than we do.

The off-road vehicle market overall is highly fragmented. Competitors range from multi-national entities to retailers serving a limited geographical region. The marketaccounting firm has issued an audit opinion for our products and services are highly competitive and there are noCompany that includes an explanatory paragraph expressing substantial barriersdoubt as to entry.

KAT Racing competes with other off-road vehicle providers for the limited disposable income of consumers. The recreational vehicle industry is highly competitive with a significant number of both large and small participants. The products we expect to sell compete with other off-road vehicle products within a comparable price range. We are a start-up company without a base of operations and presently lacking anour ability to generate significant sales. As such, we currently compete unfavorably in the general marketplace. Unless we implement our planned operations and begin to generate revenues, we will not be able to continue as a going concern.

Off-road racing began in the early 20th century. An early racing sanctioning body in North America was the National Off-Road Racing Association (NORRA). The body was formed in 1967 by Ed Pearlman. The first event was a race across the Mexican desert. The event was first called the Mexican 1000. Later became known as the Baja 1000. [2] The event is now sanctioned by SCORE International. SCORE International is an off-road sanctioning body in the sport of desert racing and is famous for its flagship event, the Baja 1000. SCORE races are held in United States and Mexico.

In North America there are several other formats. There are races on a circuit of less than five miles (such as Crandon International Off-Road Raceway). These formal racing events are sanctioned by CORR (Championship Off-Road Racing). It is a sanctioning body for off-road racing in the United States.

The CORR series hosts several racing events each year. In 2007 it will host seven events. These events are typically televised (taped delayed) on cable or satellite television channels specializing in such events. An off-road championship event is held at the Crandon International Off-Road Raceway - the "home of the world championship off-road race" since 1970.

The CORR series hosts events organized in 9 divisions. There are 5 truck series:

(1)

Pro-4

(2)

Pro-2

(3)

Pro-Lite

(4)

Sportsman-2

(5)

Sportsman Stock.

There are 3 buggy classes:

(1)

Super Buggy

(2)

Single Buggy

(3)

Light Buggy.

The ninth series hosted by CORR is relatively new. It features off-road go-cart type vehicles referred to as Trophy Karts.

The Baja 1000 is considered to be a cross- country rally race. Other notable rally races include the Paris-Dakar, Master Rally in Europe and Northern Africa.

Off-road racing events are also held in other formats beside cross-country rallies. There are races on a circuit of less than five miles (such as Crandon International Off-Road Raceway). These events are also sanctioned by CORR. Stadium racing, where off-road racing vehicles are used in a temporary off-road racetrack constructed inside a stadium. Is also gaining popularity, particularly because of the ease by which spectators might enjoy the sport.

The general idea of "off-road racing" can also extend to include hill climbing or any other form of racing that does not occur on a specified, paved track.

Kat Racing is headquartered in the heart of off-road racing, the Desert Southwest of the United States. Off-road racing fans and recreational enthusiasts flock to Las Vegas each year for such notable events including:

(1)

the SCORE Laughlin Desert Challenge; and

(2)

the SCORE Las Vegas Terrible's Cup II

The above show the vast and evolving market available for Kat's products along with the large number of sponsorship and simple direct advertising possibilities (for example hanging banners at the races).

Examples of vehicle manufacturers notable for producing types of off-road vehicle (ORV) include AM General, Land Rover, Jeep and Toyota, although most vehicle manufacturers have some sort of off-road vehicle in their current range.  In addition there are a number of smaller companies manufacturing off road racing products including companies such as CMT racing products, BerrienBuggy, and Hawkeye Buggies.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Caution Regarding Forward-Looking Information

Certain statements contained in this prospectus, including, without limitation, statements containing the words believes, anticipates, expects and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

We obtain our supplies from national manufacturers and after market manufacturers of automotive parts, paints, and supplies. These supplies are readily available and there is no dependency on any single supplier. We have no need for long term supply contracts since material and parts cost are not the most significant factor to the costa blank check registrant, as that term is defined in Rule 419(a)(2) of our completed work.

Need for Government Approval

Our business is subject to certain federal, state, and local government regulations, including those of the Environmental Protection Agency ("EPA") and comparable state agencies that regulate emissions of Volatile Organic Compounds ("VOC") and other air contaminants, the Occupational Safety and Heal Administrations ("OSHA"), and regulations governing the disposal of oil, grease, tires, batteries, and the prevention of pollution. Although we believe we are in compliance with all of these agencies and government regulations, our failure to comply with such regulations could result in the termination of our operations, impositions of fines, or liabilities in excess of our capital resources. In addition, any changes in the laws or regulations imposed on us could significantly increase our costs of doing business and could have a negative impact on our business.

Effect of existing or probable government regulations

Our business operations and facilities are subject to a number of federal, state and local environmental laws and regulations. Although our management believes that our operations and facilities are in material compliance with such laws and regulations, the risk of environmental liabilities cannot be completely eliminated. There can be no assurance that future changes in such laws, regulations or the nature of our operations will not require us to make significant additional capital expenditures to ensure compliance in the future. Our failure to comply with environmental laws could result in the termination of our operations, impositions of fines, or liabilities in excess of our capital resources. We do not maintain environmental liability insurance, and if we are required to pay the expenses related to any environmental liabilities, such expenses could have a material adverse effect on our operations.

Number of total employees and number of full time employees

KAT Racing is currently in the development stage. During the development stage, we plan to rely exclusively on the services of our officers and directors to set up our business operations. Currently, our officers and directors are involved in KAT business on a part-time basis and expect to devote a minimum of 15 hours per week to our operations. Each is prepared to dedicate additional time, as needed. At this time, there are no other full- or part-time employees. We do not expect to hire any additional employees over the next 12 months.

Reports to Security Holders

1. After this offering, KAT Racing will furnish its shareholders, at their request, with audited annual financial reports certified by KAT's independent accountants.

2. After this offering, KAT will file periodic and current reports, which are required in accordance with Section 15(d)Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the Securities and Exchange Commission to maintainowners of any business or company regarding the fully reporting status.possibility of an acquisition or merger.

3. DESCRIPTION OF PROPERTY

The public may readCompany’s corporate offices are located at 800 N Watters Road, Suite 120, Allen, Texas 75013, where Financial Gravity has 4,015 square feet of office space under lease. Pursuant to an office lease dated December 3, 2013, Financial Gravity is required to make monthly lease payments of $7,689 per month (including operating expenses). The lease expires on October 31, 2018.

Metro Data Processing’s offices are located at 1545 S. Harvard Avenue, Tulsa, Oklahoma 74112, where the company occupies 1,590 square feet of office space under lease. Pursuant to an office lease dated September 10, 2015, Metro Data Processing is required to make monthly lease payments of $1,126 per month (including operating expenses). The lease automatically renews every 12 months.

Tax Coach Software’s offices are located at 2619 Erie Ave., Suite 2D, Cincinnati, Ohio 75208. The company makes monthly lease payments of $1,250 per month (including operating expenses) pursuant to a month to month lease agreement with a 30 day notice to terminate.

LEGAL PROCEEDINGS

From time to time, we are a party to or otherwise involved in legal proceedings, claims and copy any materials we file withother legal matters, arising in the SEC atordinary course of our business or otherwise. A subsidiary of the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain informationCompany is currently involved in one legal proceeding, the outcome of which will not be material to our ability to operate or market our services, our consolidated financial position, results of operations or cash flows.

MARKET PRICE OF THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock

Our common stock is currently quoted on the operationOTC Markets under the symbol “FGCO”. Because we are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low closing prices for our common stock per quarter as reported by the OTC Markets based on our fiscal year end September 30, 2017 and 2016.  These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

Holders of Record

The approximate number of stockholders of record of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filingsCompany’s Common Stock on April 19, 2018 was 83.

Dividends

The Company has never paid any cash dividends on its common stock, and it is anticipated that none will be available onpaid in the SEC Internet site, located at http://www.sec.gov.foreseeable future.

PLAN OF OPERATION

Management's

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations

The following discussion should be read together in conjunction with our financial statements and related notes appearingthereto included elsewhere in this prospectus. ThisThe following discussion contains forward-looking statements based upon current expectations that involve numerous risksreflect our plans, estimates and uncertainties.beliefs. Our actual results could differ materially from those anticipateddiscussed in the forward-looking statements. Factors that could cause or contribute to these forward-looking statements for many reasons, including but not limited todifferences include those set forth under "Risk factors"discussed below and elsewhere in this prospectus. We undertake no obligationprospectus, particularly in the section labeled “Risk Factors.”

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to update any information contained infuture events and financial performance. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements.

General Overview

KAT Racing was incorporated in the State of Nevada on December 5, 2005. KAT is a startup and has not yet realized any meaningful revenues. Our efforts, to date, have focused primarily on the development and implementation of our business plan. No development-related expenses have been or will be paid to affiliates of KAT.

Asstatements, which apply only as of the date of this filing we have approximately $2,500prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operations

Financial Gravity Companies, Inc. (“Financial Gravity”, “We” or the “Company”), based in cash.  Maintaining our current expense burn rateAllen, Texas, was formed specifically to be the parent company of several subsidiaries that provide integrated tax, business, and revenues, withoutfinancial solutions. Financial Gravity’s clients include small businesses, small business owners and high net worth individuals. The Company’s services are focused on helping clients make more money and build wealth, most often with tax savings, lowering costs and improving efficiency. In addition to expanding through client procurement and organic growth, Financial Gravity intends to make a number of acquisitions. The primary acquisition targets currently include accounting, bookkeeping, and financial advisory firms. In fiscal year 2015 the Company acquired two firms: Cloud9 Holdings Company (and its subsidiary Cloud9b2b) which was renamed Financial Gravity Business and Sash Corporation, doing business as Metro Data Processing (a Tulsa, OK payroll processor). In fiscal year 2016 the Company acquired Tax Coach Software LLC. The Company is actively identifying additional revenue or investment we will run out of fundspotential acquisition candidates to operate in approximately 12 to 14 months. We do not pay salaries nor do we have significant fixed costs.  We have had difficulty successfully marketing our products and as a result have not generated the revenues we expected to after inception.  As a result we are redesigning our products such that we might be able to offer a lower cost modelfuel more affordable to the beginning enthusiast of moderate income.  We expect the price point for this entry-level model to range from $14,000 - - 20,000.  We believe that if we can successfully market and sell such a vehicle our cash flow needs will not require additional capital.  If we cannot implement this strategy effectively we will have to raise additional funds in the next twelve months.  We have no plans or identifiable sources for additional capital.rapid growth.

Financial Gravity’s Subsidiaries:

Financial Gravity Operations, Inc.

This reductionentity was created to raise capital to take the company public, and will be eliminated now that the public transaction is complete. This entity integrates the delivery of Financial Gravity Tax, Business, and Wealth Solutions to our growing customer base around the country. This integration, impossible to do for the small business marketplace until now, is what sets Financial Gravity apart from our peers. This integration will now be handled by Financial Gravity Companies, Inc.

Financial Gravity Tax

Financial Gravity has developed a precise procedure that has proven to be very successful in pricedelivering lower taxes, higher profit, and greater wealth for small business owners.

The process begins with an extensive and comprehensive review of the client’s needs. This assessment sets the requirements for the program that is due our changessubsequently developed. Next, Financial Gravity designs a unique "Tax Blueprint®" which identifies several strategies for lowering the client's taxes.

The second step is to use the client’s custom Tax Blueprint® to build that business entity and documentation that captures the identified savings. This is called the Tax Operating System® (TOS). This process is repeated as required and tuned for optimal efficiency thus ensuring that the client receives the best service and optimal solutions in the standard package.phases of the business cycle during the year. Clients continue to pay a monthly or weekly subscription fee as part of their TOS service for ongoing tax planning, tax return preparation, payroll and bookkeeping services.

This business unit promises clients they’ll pay the lowest legal, moral and ethical taxes possible. Tax savings is the “tip of the spear” in all our offerings. No company has ever successfully married tax, wealth and business solutions together for Small Business Owners (SBOs) and high net worth individuals. Powered by our no-risk “2x Promise” (we guarantee to find double our initial fee in tax savings), clients are quick to sign up for proactive tax planning. Lowering their personal taxes then fuels insurance, wealth and business services sales. These multi-tiered sales provide a 4-8 times multiple to a typical accounting or bookkeeping practice.

SBO’s look for two things from a typical CPA and bookkeeping firm: (1) Lower personal income taxes: and (2) Numbers that help them run/grow their business better. There is no national firm that provides these two services at any level. Our tax planning sets us apart from typical accounting and tax preparation firms. We look forward to setting up a client’s business to be tax efficient. The cars were initially being soldtypical service model employed by CPA firms is oriented more toward compliance, which is the recording of historical data. These providers work on historical records instead of looking forward to proactively plan. SBOs are growing more and more frustrated with accountants who “put numbers in boxes” when what’s truly needed is a partner to help advise them in how to be more efficient in their business. Many SBOs can’t read a P/L or Balance Sheet and even when they can, the data is often too old to act on. As technology speeds up the pace of business, real time data is becoming more important. Most CPAs don’t even calculate tax savings for their clients, as asking CPA’s to produce unique data to each client is outside the factory mentality of the profession. Our average tax savings is over $20,000 per year per business owner. Financial Gravity Tax is pursuing several M&A and/or partnership opportunities to deliver on the product Bookkeeping with Purpose®, that will help deliver the promised tax savings and producer actionable real time data.

Financial Gravity Wealth

After saving thousands in taxes, clients are happy to trust us with the management of their wealth, especially when treated to a fully loaded packagedifferent wealth management experience. Financial Gravity Wealth is a Registered Investment Advisory (RIA) firm. An RIA is an advisor or firm engaged in financial planning and wealth management business and is registered either with the Securities and Exchange Commission (SEC) or state securities authorities. An RIA has a fiduciary duty to his or her clients, which means that he or she has a fundamental obligation to provide suitable investment advice and always act in the clients' best parts available alonginterests.

The Department of Labor’s Fiduciary Rule is a new ruling, scheduled to be phased in April 10, 2017 – Jan. 1, 2018, that will automatically elevate all financial professionals who work with custom paint job, custom seats, etc.  We have stripped them downretirement plans or provide retirement planning advice to the bare boneslevel of a fiduciary, bound legally and ethically to meet the standards of that status. While the status of this rule is uncertain following the election, we are now sellingpositioned to do what we have always done, control advisor fees and reduce one of the biggest “fees” in a mutual fund and ETF portfolio, which is “tax friction”. These taxes erode about 1% per year in performance.

Only 5% of all financial planners are RIAs. The advantage of the RIA model is lower cost to the client. Also, since RIAs are not compensated by commissions on financial products, their advice is considered less biased and more accurate. Coupled with tax savings, our status as an RIA makes our firm very attractive to the most profitable clients.

Financial Gravity Business

The complexity of Advanced Tax Planning next fuels Financial Gravity Business services. The first product that was developed with a partner is Advisor Architect. This product is designed to help financial advisors and accountants run their businesses better. We intend to test the service offering / coaching program with the first two markets where we have the most experience and then roll out the service offering to other industries at a later date. Clients spend some of their tax savings from Financial Gravity Tax planning for these services, rendering them as a stripped down version and the customer can upgrade the cars as they feel necessary.  We have also been able to use lower grade parts and accessories that will drastically reduce the cost.  We have been researching a company in Mexico who can fabricate the chassis, arms and some other components for a substantial price reduction.  We have not made a final decision on using these fabricators yet.“cost neutral”.

We have conducted informalalso developed our Partner Programs that teach financial advisors how to serve an underserved community, the Small Business Owner. Financial Gravity Business is the only non-product centric business system for financial advisors that helps them serve the needs of the small business owner without needing to sell a financial services product research arelike a life insurance policy or a 401(k) plan.

To broaden the skillset of CPAs, we have created the Certified Tax Master® designation and partner program for CPA’s and Enrolled Agents (“EA’s”). We will roll out this program in late May 2017. To our knowledge, there is no program offering like this of its kind available elsewhere. This program was created in Financial Gravity Business, but will be sold and build revenue in the process of developing this entry-level model.  We cannot be certain that it will be commercially marketable or accepted by our target consumers.  Essentially we have retooled our Mini 4 vehicle.  Its specifications as presently marketed are as follows:Tax Coach Software platform.

Mini 4Financial Gravity Ventures

This entity in our corporate family employs our M&A strategy to acquire talent and build wealth for Financial Gravity Companies, Inc. and acquired companies. As mentioned earlier, Financial Gravity is pursuing several acquisition opportunities.

Tax Coach Software