Co cf openshop 01-07-13- innovation pavilion

Colorado Crowdfunding Presented by Vim Fundability Thank You Innovation Pavilion

Agenda

•  Announcements •  Overview of Openshop •  History of Crowdfunding •  Getting Approval, Q&A •  Getting Funded, Q&A •  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: Getting Approval

Getting Approval

Options For Issue •  CO Form RL •  CO U-7 SCOR •  Reg A •  Reg D 504 MAIE Option •  Reg D 506 Title II JOBS Act

3 keys for Approval- Investors and Regulators •  Disclosure •  Documentation •  Valuation

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

•  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

3 Keys for Approval

•  Disclosure

•  Documentation

•  Valuation

What regulators needs to know

Disclosure Disclosure Disclosure You need to let DORA/SEC and the investor

know the whole story

How? First....

Do Your Due Diligence Research Research Research

What are the Risks?

Risk Factor Statements:

•  Business Risks •  General Risks •  Stage of Company Risks

What Disclosure Does for You Helps you answer the questions you need to make your business more successful

Faster approval

Better investor/lender information which provide you protection in case of issues down the road

And

Provide Documentation Forms, Articles, Agreements & all things that

materially affect the operation

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

Determining Valuation

Takeaways

•  Good Disclosure and documentation increases your fundability and speeds up approval.

•  Create a valuation that works for you and the investor, must be realistic and fair to both parties.

•  The Vim Fundability Decision Tree

Colorado Crowdfunding Part Three: Getting Funded

Getting Funded Agenda

Who is crowdfund investing for? How do you get funded?

Who is it for?

In Addition

You can create social proof and have social capital and you are willing and committed to run a crowdfunding campaign

How do you get funded?

General Phases of Crowdfunding Campaign

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

Plan the Campaign

Commit to your success!

How much to $ to do something amazing?

Define your timeline

Who is your investor?

Create the Campaign

How are you going to reach your investor?

What is your story, connect head and heart!

Create your project page and compelling video

Why invest in you?

Launch the Campaign

Know your message

Know who is going to invest the first 30%

Promote, advertise, PR, social media, email blasts

Know what the investor thinks they are getting?

Drive the Campaign

Promote and engage current investors

Success is investments from second degree network

Momentum, drive your campaign home

Thank people for support

Go Raise Money!

Takeaways

For the right businesses you can crowdfund NOW!

Crowdfunding is a capital raising option, is it for you?

Success depends on your ability to define, message, attract and engage your investor. Know who they are!

Colorado Crowdfunding Part Four: CO Crowdfunding

Workshop

Why take this workshop?

Build Your Dream

If you don’t build your own dream, someone will hire you to build theirs. Tony Gaskins

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+•  303Y408Y3671Y+Mobile+Number+•  www.StartupGuru.com+•  LinkedIn:+Brian+Tsuchiya+

•  Contact+Info+for+Nancy+Steele:+•  Nancy@Vim.biz+•  720Y881Y1236+Mobile+Number+

•  Contact+Info+for+Tara+Powers+•  Tara@Vim.biz+•  303Y875Y5011Y+Mobile+Number+