Form C
Cover Page
First-come, first-served basis
| Most recent fiscal year | Prior fiscal year | |
|---|---|---|
| Total Assets | Most recent fiscal year $407,435 | Prior fiscal year $472,310 |
| Cash & Cash Equivalents | Most recent fiscal year $5,150 | Prior fiscal year $49,070 |
| Accounts Receivable | Most recent fiscal year $0 | Prior fiscal year -- |
| Short-term Debt | Most recent fiscal year $5,098 | Prior fiscal year $9,098 |
| Long-term Debt | Most recent fiscal year $706,336 | Prior fiscal year $659,336 |
| Revenues/Sales | Most recent fiscal year $0 | Prior fiscal year $0 |
| Cost of Goods Sold | Most recent fiscal year $0 | Prior fiscal year $0 |
| Taxes Paid | Most recent fiscal year $0 | Prior fiscal year $0 |
| Net Income | Most recent fiscal year $(190,097) | Prior fiscal year $(228,268) |
Offering Statement
Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.
Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.
The company
Company eligibility
- Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
- Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
- Not an investment company registered or required to be registered under the Investment Company Act of 1940.
- Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
- Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
- Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Directors of the company
Previous positions
| Position | Responsibilities | Start date | End date |
|---|
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position Chief Executive Officer & Director | Responsibilities Senior Management of the business | Start date July 1, 2018 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer Vector Financial Group LLC | Position Financial Consultant | Responsibilities Financial Management of Client Companies | Employer's Principal Business Financial Management of Client Companies | Start date May 1, 2018 | End date |
Previous positions
| Position | Responsibilities | Start date | End date |
|---|
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|
Previous positions
| Position | Responsibilities | Start date | End date |
|---|---|---|---|
Position Chairman of the Board of Directors | Responsibilities Leading the Board, focus on strategic matters, setting high governance standards | Start date June 11, 2019 | End date |
Business experience
| Employer | Position | Responsibilities | Employer's Principal Business | Start date | End date |
|---|---|---|---|---|---|
Employer The Sports Authority, Inc. (NYSE - TSA) | Position Chairman and CEO - The Sports Authority | Responsibilities Founded and Managed the Company | Employer's Principal Business Sporting Goods Retail - 198 Stores / 11,000 employees | Start date January 1, 1987 | End date December 1, 1998 |
Officers of the company
For purposes of this question, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.
Principal security holders
| Name | No. and Class of Securities now Held | % of Voting Power Prior to Offering |
|---|---|---|
Name MARK GEOGHEGAN | No. and Class of Securities now Held 20,000,000 shares of Common | % of Voting Power Prior to Offering 74% |
Name Robert Kanter | No. and Class of Securities now Held 7,000,000 shares of Common | % of Voting Power Prior to Offering 25% |
he above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.
To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.
Business and anticipated business plan
Bamboozlers is an acquired “Ready To Drink” cocktail company, the hottest new sector in the Spirits Industry
Proven track record for sales to top rated, on-premises venues in Florida and Georgia.
Team of seasoned industry professionals to guarantee rapid market penetration in this exploding market sector.
The Company has crafted a line of iconic cocktails which have been the choice for discriminating drinkers for more than 100 years
Risk factors
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.
In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.
RISK FACTORS
An investment in the Common Shares offered herein is highly speculative and subject to a high degree of risk. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information in this Offering Memorandum before investing in the Corporation’s Securities. The risks described below are not the only ones faced. Additional risks that the Corporation is not aware of or that the Corporation currently believes are immaterial may become important factors that affect the Corporation’s business. If any of the following risks occur, or if others occur, the Corporation’s business, operating results and financial condition could be seriously harmed and the investor may lose all of its investment.
Offering Price
The offering price of the Securities was arbitrarily determined by the Corporation. Among the factors considered in determining this price were the current immediate needs of the Corporation, its uncertain prospects, the background of the directors and the current condition of the financial markets. There is, however, no relationship whatsoever between the issue price and the Corporation's assets, earnings, book value or any other objective criteria of value.
Need for Additional Financing
The Corporation will not be able to complete its business plan without obtaining additional financing in the near future in addition to the financing contemplated by this offering. If this additional financing is not available or obtainable, investors may lose a substantial portion or all of their investment. Other than this offering, completion of which cannot be assured, the Corporation has no immediate means for obtaining additional financing. There can be no assurance that such additional financing, when necessary, will be available to the Corporation on acceptable terms, or at all.
There is Limited Market for the Corporation’s Common Stock
There is limited market for the Corporation’s common stock and there is no assurance that a market will develop. If a market for the Corporation’s Common Shares does develop, the Corporation anticipates that the market price of its common stock will be subject to wide fluctuations in response to several factors, such as interest rates, inflation, lack of corporate financial resources and competition. Purchasers of the Common Shares must be prepared to hold their shares and be able to bear the economic risks of their investment for an indefinite period of time. The Common Shares have not been registered under the Act or the securities laws of any state or province. The Corporation is under no obligation to register the Common Shares. There can be no assurance that a market or purchasers for the Common Shares will be available.
Because we have a limited operating history, you may not be able to accurately evaluate our operations.
We have a limited operating history that makes it difficult to evaluate our business. Because we are in the early stages of operating our business, we are subject to many of the same risks inherent in the operation of a business with a limited operating history, including the potential inability to continue as a going concern.
Dependence on Outside Consultants
The directors of the Corporation may be dependent on outside consultants to assist in developing the Corporation’s business. Failure to establish relationships with consultants or loss of such relationships could adversely affect the business of the Corporation.
Limited Operating History, Risks of a New Business Venture
The Corporation believes that the net proceeds from completion of the Offering will be sufficient to meet its financial requirements for a limited amount of time. The Corporation expects to require additional capital to fund its business. In addition, other events or circumstances that are not presently anticipated may reduce the time period for which the funds will be sufficient. Other than the Offering, completion of which cannot be assured, the Corporation has no agreements for additional financing and there can be no assurance that additional funding will be available to the Corporation on acceptable terms, or at all, to continue operations, to fund new business opportunities or to execute its business plan. The Corporation was incorporated on June 29, 2018 and to date has been involved primarily in organizational and development activities and has had no material revenues. Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties complications and delays encountered in connection with the development of a business in the areas in which the Corporation intends to operate and in connection with the formation and commencement of operations of a new business in general.
The Company expects negative operating cash flow.
The Company expects to continue to experience nominal negative operating cash flows for the immediate future because it intends to continue to develop its portfolio of assets and expand it’s market. The development of the business will most likely require additional capital, which the Company may be unable to obtain on suitable terms, or at all. If it is unable to obtain adequate funding on suitable terms, or at all, the Company may have to delay, reduce or eliminate some or all of its marketing plans and product manufacturing and distribution plans. If the Company raises additional funds through the issuance of equity or equity-related or debt securities, these securities may have rights, preferences, or privileges senior to other’s interests in the Company, and the current owners of the Company may experience additional dilution to their equity ownership.
No Dividends
Payment of dividends on the Common Stock is within the discretion of the Board of Directors and will depend upon the Corporation's future earnings, its capital requirements, financial condition and other relevant factors. The Corporation has no plan to declare any dividends in the foreseeable future.
Competition
The business environment in which the Corporation intends to operate is highly competitive. The Corporation expects to experience competition from companies involved in the Beverage industry. Certain of the Corporation’s potential competitors may have greater, financial, marketing, sales and other resources than the Corporation.
Potential Legal, Regulatory, and/or Compliance Risk
The Corporation may be required to comply with certain regulations, rules, and/or directives. Potential regulatory conditions and/or compliance therewith and the effects of such may have a materially adverse affect upon the Corporation, its business operations, prospects and/or financial condition.
In order to compete, we must attract, retain and motivate key employees, and our failure to do so could have an adverse effect on our results of operations.
In order to compete, we must attract, retain and motivate key employees, including those in managerial, operations, service and support positions. As we grow, hiring and retaining qualified employees in all areas of the Company will be critical to our business. If we should lose the services of any of these individuals our ability to operate our business as it is currently conducted could be materially adversely impacted.
Our success largely depends on the performance of our management team and other key personnel and our ability to continue to recruit qualified senior executives and other key personnel. Competition for senior management personnel is intense and there can be no assurance that we will be able to retain our personnel or attract additional qualified personnel. A lean executive staff may result in a management void if any of the key executives leave the Company. The loss of a member of senior management may require the remaining executive officers to divert immediate and substantial attention to fulfilling his or her duties and to seeking a replacement. We may not be able to continue to attract or retain such personnel in the future. Any inability to fill vacancies in our senior executive positions on a timely basis could impair our ability to implement our business strategy, which would harm our business and results of operations.
The adoption of or changes in government or industry policies, standards or regulations relating to our industry or changes in government or industry policies, standards or regulations could impact our results of operations.
The adoption of or changes in government and/or industry policies, standards or regulations relating to the industry in which we operate may impact the demand for our products and services and this impact our results of operations.
We may be subject to legal claims against us or claims by us which could have a significant impact on our resulting financial performance.
At any given time, we may be subject to litigation, the disposition of which may have an adverse effect upon our business, financial condition, or results of operation. In addition, we may be subject to claims by our lenders, claims for rent, and claims from our vendors on our accounts payable, which could have a significant negative impact on our operations.
Our operations may be impaired as a result of disasters, business interruptions or similar events.
A natural disaster such as a hurricane, tornado, fire, flood, or a catastrophic event such as a terrorist attack, an epidemic affecting our operating activities, major facilities, or a computer system failure could cause an interruption or delay in our business or render us unable operate. We do not currently have a disaster recovery plan and any business interruption insurance that we obtain in the future may not adequately compensate us for losses that may occur. In the event that a hurricane, natural disaster, terrorist attack or other catastrophic event were to destroy any part of our facilities or interrupt our corporate headquarters for any extended period of time, or if harsh weather conditions prevent us operating in a timely manner, our business, financial condition and operating results could be seriously harmed.
Our risk management efforts may not be effective which could result in unforeseen losses.
We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets and liabilities. Our risk management policies, procedures, and techniques, including our scoring methodology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks we have identified or identify additional risks to which we may become subject in the future.
Risks Related to Our Stock and This Offering
If a market for our common stock does not develop, shareholders may be unable to sell their shares.
We are not quoted on any automated system or listed on any national exchange. Although we plan to have a market maker sponsor us to quote our common stock on the OTC, we have not yet done so and there is no assurance that a trading market will develop. Accordingly, your investment is illiquid and it may be difficult to sell shares of our common stock.
Best Efforts Offering
There can be no assurance that this Offering will be completely sold. If less than the maximum proceeds are available to the Corporation, the Corporation's development and prospects could be adversely affected. There is no minimum number of Shares to be sold in this Offering. Therefore, the proceeds received from this Offering, even though insufficient, may be immediately used by the Corporation according to its business needs.
Our management has full discretion as to the use of proceeds from this Offering.
We presently anticipate that the net proceeds from this Offering will be used by us, in the manner outlined below in the section entitled use of proceeds. Purchasers of the Common Shares will be entrusting their funds to our management, upon whose judgment and discretion the investors must depend, with limited information concerning management’s specific intentions.
The purchase price for the Common Shares has been arbitrarily determined.
The purchase price for the Common Shares has been arbitrarily determined by the Company and bears no relationship to the Company’s assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the Company considered factors such as the Company’s limited financial resources, the nature of its assets, estimates of its business potential, the amount of equity or control desired to be retained by the existing management and general economic conditions.
Our Directors have the power to control any vote of shareholders.
Through their ownership of the shares of Common Stock, Mr. Geoghegan and Mr. Kantor hold more than 50% of the voting power of the shareholders of the Company, and thus can control any vote of the shareholders. Mr. Geoghegan is the Company’s CEO and a Director, and Mr. Kantor is a Director of the Company.
The securities laws may restrict transferability of the securities sold in the Offering.
The Common Shares in this Offering have not been registered under the Securities Act or registered or qualified under any state or foreign securities laws. Such securities are being issued based upon the Company’s reliance upon an exemption from registration under the Securities Act for an offer and sale of securities that does not involve a public offering. Unless such securities are so registered, they may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or foreign securities laws.
You must make an independent investment analysis in connection with this Offering.
No independent legal, accounting or business advisors have been appointed to represent the interests of prospective Investors in connection with this Offering. Neither the Company nor any of its officers, directors, employees or agents makes any representation or expresses any opinion with respect to the merits of an investment in the Common Shares offered hereby Each prospective Investor is therefore encouraged to engage independent accountants, appraisers, attorneys and other advisors to (i) conduct due diligence review as the prospective investor may deem necessary and advisable, and (ii) provide advice with respect to the merits of an investment in the Common Shares offered hereby and applicable risk factors as a prospective investor may deem necessary and advisable to rely upon. We will fully cooperate with any prospective Investor who desires to conduct an independent analysis, so long as it determines, in our sole discretion, that cooperation is not unduly burdensome. Each prospective Investor acknowledges that he, she or it has been informed and understands.
Forward-Looking Statements
Many statements made in this Offering are forward-looking statements that are not based on historical facts. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under this section entitled Risk Factors.
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET-FORTH AND NOT SET-FORTH HEREIN, THE COMMON SHARES OFFERED INVOLVE A CERTAIN DEGREE OF RISK. ANY PERSON CONSIDERING THE PURCHASE OF THESE COMMON SHARES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET -FORTH IN THIS OFFERING DOCUMENT AND SHOULD CONSULT WITH HIS/HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE CORPORATION. THE SHARES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR TOTAL INVESTMENT.
Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified. Add additional lines and number as appropriate.
The Offering
Use of funds
USE OF PROCEEDS
The gross proceeds to the Corporation from the sale of the Common Shares will be approximately
$250,000 USD, prior to expenses, if the maximum number of Common Shares are sold.
The Corporation plans to use the net proceeds of the Offering for general working capital purposes, and specifically for the manufacture and distribution of Bamboozlers bottled cocktails.
| AMOUNT | PERCENT |
GROSS OFFERING | $250,000 | 100% |
Commission | $15,000 | 6% |
Net Proceeds | $235,000 | 94% |
Product Manufacturing | 100,000 | 40% |
Selling, Advertising and Promotional | 85,000 | 34% |
General and administrative | 50,000 | 20% |
TOTAL APPLICATION OF PROCEEDS | $235,000 | 100% |
Delivery & Cancellations
NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.
The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).
If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.
If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor’s investment commitment will be cancelled and the committed funds will be returned.
An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.
If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.
If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.
Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.
The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.
If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.
Ownership and Capital Structure
The offering
Securities Being Offered
The Securities being offered are shares of the Corporation’s common stock (the “Common Shares”). Under the Corporation's Articles of Incorporation, the total number of shares of all classes of stock that the Corporation shall have authority to issue is 100,000,000 shares, of which 100,000,000 shares are common stock with a par value of $0.001 per share (the “Common Shares”). As of May 31, 2021, a total of 27,670,000 Common Shares are issued and outstanding. All issued and outstanding Common Shares are fully paid and non-assessable.
Common Shares
The Common Shares are entitled to one vote per share at any meetings of the shareholders of the Corporation, and participate ratably with respect to any dividends which may be declared and on the distribution of assets on winding-up or liquidation. The rights of the Corporation’s Common shareholders may not be modified other than by a vote of a majority of the Common Shares outstanding. There are no indentures or agreements existing or proposed which may limit the payment of dividends and the Common Shares are not subject to any pre-emptive rights or to any rights of conversion or redemption or sinking fund provisions. The Common Shares are issued fully paid up and are not subject to any further calls or assessment. There are no restrictions on the repurchase or redemption of shares by the Corporation while there is any arrearage in the payment of dividends or sinking fund installments.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR PROVINCE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND SUCH LAWS. THE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
The Corporation reserves the right to withdraw or modify this Offering at any time prior to the closing the Offering of the Securities offered hereby.
In the event that a modification is determined necessary by management, the terms of that modification will be provided to all prospective shareholders in writing, along with the right to withdraw from the offering should the investor decide, and any monies remitted will be repaid within 5 days of notice of withdrawl from the prospective shareholder.
Restrictions on Transfer of the Securities Being Offered
The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:
- to the issuer;
- to an accredited investor;
- as part of an offering registered with the U.S. Securities and Exchange Commission; or
- to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.
The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.
The term “member of the family of the purchaser or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Description of Issuer's Securities
The offering price of the Securities was arbitrarily determined by the Corporation. Among the factors considered in determining this price were the current immediate needs of the Corporation, its uncertain prospects, the background of the directors and the current condition of the financial markets. There is, however, no relationship whatsoever between the issue price and the Corporation's assets, earnings, book value or any other objective criteria of value.
In the future, the valuation of the securities may be determined through the analysis of the earnings of the Company, earnings per share of the Company, asset valuation, analysis of industry multiples applied to the earnings per share in the Spirits Industry, and general industry conditions.
interest may become locked until a valuation improvement generates public desire for the shares or that a sale of the Company is approved by
the majority investors.
- any director or officer of the issuer;
- any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
- if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
- or (4) any immediate family member of any of the foregoing persons.
The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.
Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.
The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.
Financial Condition of the issuer
The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.
Financial Information
Please reference the attached appendix document "Financial Attestation"
Stakeholder Eligibility
If you would have answered “Yes” to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.
No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.
Other Material Information
- any other material information presented to investors; and
- such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.
