Colorado Crowdfunding Presented by Vim Fundability

Thank You TiE Rockies

Agenda

•  Introduction •  Overview of Openshop •  History of Crowdfunding •  Five Funding Options •  Top Five Fundability Requirements •  CO Crowdfunding Workshop

About Brian Personal I am a dad with two boys, conscious entrepreneur and committed to my spiritual inner journey, my purpose is to live passionately inspired to create connection and full engagement, All-American swimmer in college

Professional •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 Software Programs: Colorado Crowdfunding Intensive

Disclaimer

I am not an attorney, nor play one on television. I am not providing legal advice and you are advised to talk to an attorney with any securities transactions you are engaged in.

Colorado Crowdfunding Part One: History of Crowdfunding

What is Crowdfunding?

•A collective effort from many individuals to fund a charity, event, business, artist and other projects typically online.

•The JOBS Act is a Game Changer –Title II –Title III

Crowdfunding  Worldwide  

Image  Credit:  PleaseFund.us  and  crowdsourcing.org  

Types  of  Crowdfunding  

•  Micro-­‐Finance  

Types  of  Crowdfunding  

•  Peer  to  Peer(P2P)  

Types  of  Crowdfunding  

•  Reward  

Types  of  Crowdfunding  

•  Equity  

Early  Crowdfunded  Ventures  

Irish Loan Fund- 1700's

Poli>cians  Join  the  Act  

Power  of  the  Internet  

$10M  Campaign  

$200M,  5M,  7  Months  Online  

Image  Credit:  Gplus.com  

First  $1M  Plus  Equity  Deal  

$128,542,079.00  and  Going  Strong  

Perks  versus  Security  

Perks Based Security Based

 Pros                                              Cons  Pros                                              Cons

JOBS Act- April 5th 2012

Colorado Crowdfunding Part Two: Five Funding Options

Options for Issue

1. Form RL-Limited Registration by Qualification

2. CO U-7 SCOR-Small Company Offering Registration- with Reg D 504

3. Regulation A 4. Reg D 504 MAIE

5. Reg D 506 Exemption Title II JOBS Act

Form RL Key Qualification

80% of raise must be spent in Colorado entity

Majority of employees based in CO All investors must be CO residents Colorado Entity

$1M in 12 months Escrow required Min/Max

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

SCOR Key Qualifications

-47 States offer a SCOR, filed under uniformed application U-7 -Must file Federal Exemption- Reg D 504 -$1M in 12 months -$1.00 per share min -Can require audited financials, ongoing requirement for audit post funding -Escrow required -Min/Max

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

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 qualification File MAIE Form with CDOS

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

Forms

U-7 Form 1-A Form RL Form D MAIE Form

Other Documentation

Private Placement Memorandum Shareholder Agreement Loan Agreement Leases Purchase Orders Expert Opinions Accounting Opinions

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

Colorado Crowdfunding Part Three: Top Five Fundability

Requirements

Top 5 Fundability Requirements

1. Completing Your Compliance 2. Understanding Your Investor 3. Setting Amount and Use of Funds 4. Determining a Fair Valuation 5. Committing to a Campaign Plan

Completing Your Compliance

1.  Determine both Federal and State requirements

2.  Disclosure, disclosure, disclosure 3.  Accurately complete all documentation 4.  Secure advisors and/or counsel

Understanding Your Investor

1.  What stage is your business? 2.  What type of investor is best for stage? 3.  Know your investor preferences and

past investments 4.  Know psychographics and

demographics 5.  Find a way to get in front of these

people

Setting Amount and Use of Funds

1.  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 money

4.  What milestones will funding complete? 5.  When will you need money again?

Determining Valuation

Determining a Fair Valuation

1.  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

Committing to a Campaign Plan

1.Plan the campaign 2.Create your campaign 3.Launch your campaign 4.Drive your campaign

Go Raise Money!

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

Colorado Crowdfunding Part Four: CO Crowdfunding

Workshop

Why take this workshop?

Hard to find Capital

General Solicitation

InvestinMyCompany.com

Who is it for?

Any business that is ready to raise capital using general solicitation

Any business that generally seek under $1M in capital Reg A is $5M

Any business with lots of CO connections, fans, customers or social network

Any business that simply wants to learn how to raise capital like a professional

FundingLaunchPad.com

Workshop Information

Join us for our three day intensive program February 11th, 13th & 15th

Focus on Form RL, SCOR, Reg A, Reg D 504 MAIE and Reg D 506 registrations and Crowdfunding model

Only have 9 slots open for class

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.com A total of $1750 free additional value

We Make It Easy

Thank you

Join Colorado Capital Formation Meetup for events on all ways to raise capital for your business!

Vim  Fundability  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