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  • 1. Colorado Crowdfunding Presented by Vim ConsultingThank You Rockies Venture Club
  • 2. Agenda•  Introduction•  Overview of Openshop•  History of Crowdfunding•  Five Funding Options•  Top Five Fundability Requirements•  CO Crowdfunding Workshop
  • 3. About BrianPersonalI am a dad with two boys, conscious entrepreneur and committed to myspiritual inner journey, my purpose is to live passionately inspired to createconnection and full engagement, All-American swimmer in collegeProfessional•Visionary in my EZOG Style•I am an entrepreneur - over 20 years of experience•I raised almost $2 million in private equity•Board Member Crowdfunding Professional Associations•Founder, CEO of Vim, Inc•Co-Creator of Funding Launchpad, Vim Insights, Vim Quests, Vim Loft, Vim Events, Vim Startups, Vim Fundability, Vim Lending, Vim SoftwarePrograms: Colorado Crowdfunding Intensive
  • 4. DisclaimerI am not an attorney, nor play one ontelevision. I am not providing legal adviceand you are advised to talk to an attorneywith any securities transactions you areengaged in.
  • 5. Colorado CrowdfundingPart One: History of Crowdfunding
  • 6. What is Crowdfunding?•A collective effort from many individuals tofund a charity, event, business, artist andother projects typically online.•The JOBS Act is a Game Changer–Title II–Title III
  • 7. Crowdfunding  Worldwide  Image  Credit:  PleaseFund.us  and  crowdsourcing.org  
  • 8. Types  of  Crowdfunding  •  Micro-­‐Finance  
  • 9. Types  of  Crowdfunding  •  Peer  to  Peer(P2P)  
  • 10. Types  of  Crowdfunding  •  Reward  
  • 11. Types  of  Crowdfunding  •  Equity  
  • 12. Early  Crowdfunded  Ventures   Irish Loan Fund- 1700s
  • 13. Poli>cians  Join  the  Act  
  • 14. Power  of  the  Internet  
  • 15. $10M  Campaign  
  • 16. $200M,  5M,  7  Months  Online  Image  Credit:  Gplus.com  
  • 17. First  $1M  Plus  Equity  Deal  
  • 18. $128,542,079.00  and  Going  Strong  
  • 19. Perks  versus  Security    Pros                                              Cons  Pros                                              Cons Perks Based Security Based
  • 20. JOBS Act- April 5th 2012
  • 21. Colorado CrowdfundingPart Two: Five Funding Options
  • 22. Options for Issue1. Form RL-Limited Registration by Qualification2. CO U-7 SCOR-Small Company OfferingRegistration- with Reg D 5043. Regulation A4. Reg D 504 MAIE5. Reg D 506 Exemption Title II JOBS Act
  • 23. Form RL Key Qualification80% of raise must be spent in Colorado entityMajority of employees based in COAll investors must be CO residentsColorado Entity$1M in 12 monthsEscrow requiredMin/Max
  • 24. Form RL Registration Key Advantages•  Limited documentation•  Reviewed financials•  The Colorado Division of Securities (DORA) should decide within 14 business days•  $75 filing fee•  Lowest compliance cost option
  • 25. SCOR Key Qualifications-47 States offer a SCOR, filed underuniformed application U-7-Must file Federal Exemption- Reg D 504-$1M in 12 months-$1.00 per share min-Can require audited financials, ongoingrequirement for audit post funding-Escrow required-Min/Max
  • 26. Reg A Key Qualifications-Federal Exemption by Review-Complete and File Form 1-A-Reviewed by the SEC-Verbally "Testing the Waters"-Offering Circular required-Currently up to $5M in 12 months-No set requirement for accounting although SEC can require audited-No escrow or min/max
  • 27. Reg D 504 MAIE-Only generally solicit to Accredited Investors-Must file Reg D 504 with SEC and CDOS-Maximum raise $1M in 12 months--Usually offered through Private Placement Memorandum-There is no qualificationFile MAIE Form with CDOS
  • 28. Reg D 506-Practically only sell to Accredited Investors-Currently NO advertising or general solicitation- Title II JOBS Act changes this-Usually audited financials are required-Unlimited amount of capital-Usually offered through Private Placement Memorandum-There is no qualification
  • 29. FormsU-7Form 1-AForm RLForm DMAIE Form
  • 30. Other DocumentationPrivate Placement MemorandumShareholder AgreementLoan AgreementLeasesPurchase OrdersExpert OpinionsAccounting Opinions
  • 31. Takeaways•  You have four current options for selling securities to the public now•  In the future with the JOBS Act you will have two more•  Selling securities to the public is only right for some businesses•  Compliance is a significant component of general solicitation•  The Vim Fundability Decision Tree
  • 32. Colorado CrowdfundingPart Three: Top Five Fundability Requirements
  • 33. Top 5 Fundability Requirements1. Completing Your Compliance2. Understanding Your Investor3. Setting Amount and Use of Funds4. Determining a Fair Valuation5. Committing to a Campaign Plan
  • 34. Completing Your Compliance1.  Determine both Federal and State requirements2.  Disclosure, disclosure, disclosure3.  Accurately complete all documentation4.  Secure advisors and/or counsel
  • 35. Understanding Your Investor1.  What stage is your business?2.  What type of investor is best for stage?3.  Know your investor preferences and past investments4.  Know psychographics and demographics5.  Find a way to get in front of these people
  • 36. Setting Amount and Use of Funds1.  What can you do that is amazing on minimal raise?2.  How reasonable is this amount based on your stage and valuation?3.  Completely understand and disclose how you plan to spend the money4.  What milestones will funding complete?5.  When will you need money again?
  • 37. Determining Valuation
  • 38. Determining a Fair Valuation1.  Entrepreneurs tend to over value and investors under value.2.  What facts do you have to support your valuation claims?3.  Get market feedback and listen to first investors about your valuation.4.  100% of $0, 10% of $1,000,000
  • 39. Committing to a Campaign Plan1.Plan the campaign2.Create your campaign3.Launch your campaign4.Drive your campaign
  • 40. Go Raise Money!
  • 41. Takeaways•  Good compliance is a win for everyone•  Know everything about your target investor•  Be totally transparent in use of funds•  Create a valuation that works for you and the investor, must be realistic and fair to both parties.•  Commitment to raise money is critical
  • 42. Colorado CrowdfundingPart Four: CO Crowdfunding Workshop
  • 43. Why take this workshop?
  • 44. Hard to find Capital
  • 45. General Solicitation InvestinMyCompany.com
  • 46. Who is it for?Any business that is ready to raise capitalusing general solicitationAny business that generally seek under$1M in capital Reg A is $5MAny business with lots of CO connections,fans, customers or social networkAny business that simply wants to learnhow to raise capital like a professional
  • 47. FundingLaunchPad.com
  • 48. Workshop InformationJoin us for our three day intensive program February 11th, 13th & 15thFocus on Form RL, SCOR, Reg A, Reg D 504 MAIE and Reg D 506 registrations and Crowdfunding modelOnly have 9 slots open for class
  • 49. Sign Up Today!Investment $1497, limited to first 10.If you sign up and pay today you also get-a free 1 hour coaching session prior to workshop-a free review of your Form RL, SCOR or PPM-$1000 off FundingLaunchpad.comA total of $1750 free additional value
  • 50. Free Strategy Session• If this is for you, please complete the attached form and return it to me.• I will select 2 applications to meet with in next two weeks• If you want to stay connected to all of our funding news please sign up for our newsletter.
  • 51. We Make It Easy
  • 52. Thank youJoin Colorado Capital Formation Meetup for events on allways to raise capital for your business!
  • 53. Vim  Consul>ng  Informa>on  •  Contact  Info:  •  Brian@Vim.biz  •  303-­‐408-­‐3671-­‐  Mobile  Number  •  www.StartupGuru.com  •  LinkedIn:  Brian  Tsuchiya  •  Contact  Info  for  Nancy  Steele:  •  Nancy@Vim.biz  •  720-­‐881-­‐1236  Mobile  Number   •  Contact  Info  for  Tara  Powers   •  Tara@Vim.biz   •  303-­‐875-­‐5011-­‐  Mobile  Number