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.
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
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
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
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?
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
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
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
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. 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.
54. Thank you
Join Colorado Capital Formation Meetup for events on all
ways to raise capital for your business!
55. 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
