Brian Tsuchiya presented on Colorado crowdfunding options. He discussed the history of crowdfunding and five current funding options available in Colorado: Form RL registration by qualification, Colorado U-7 SCOR filing with Regulation D Rule 504, Regulation A, Regulation D Rule 504 MAIE, and Regulation D Rule 506. He emphasized that the top five requirements for a successful crowdfunding campaign are completing compliance documentation, understanding the target investor, setting the funding amount and use of funds, determining a fair valuation, and committing to a detailed campaign plan. The presentation concluded by advertising an upcoming three-day Colorado crowdfunding workshop.

1. Colorado Crowdfunding
Presented by Vim Fundability
Thank You TiE Rockies

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

3. 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

4. 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.

5. Colorado Crowdfunding
Part One: History of Crowdfunding

6. 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

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- 1700's

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 Crowdfunding
Part Two: Five Funding Options

22. 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

23. 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

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 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

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 qualification
File 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. Forms
U-7
Form 1-A
Form RL
Form D
MAIE Form

30. Other Documentation
Private Placement Memorandum
Shareholder Agreement
Loan Agreement
Leases
Purchase Orders
Expert Opinions
Accounting 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 Crowdfunding
Part Three: Top Five Fundability
Requirements

33. 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

34. 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

35. 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

36. 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?

37. Determining Valuation

38. 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

39. Committing to a Campaign Plan
1.Plan the campaign
2.Create your campaign
3.Launch your campaign
4.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 Crowdfunding
Part Four: CO Crowdfunding
Workshop

43. Why take this workshop?

45. Hard to find Capital

46. General Solicitation
InvestinMyCompany.com

48. 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

49. FundingLaunchPad.com

50. 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

51. 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

52. We Make It Easy

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

54. 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