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REG CF CROWDFUNDING CAMPAIGN INFO
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AboutThis is the Reg CF (Crowdfunding Campaign) Checklist for JUDOBABY INC.
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We welcome you to have a look at our research, materials, and actions, all found in the cells and tabs of this open sheet. Feel free to invite friends and please do add to the Advice Tab & Campaigns Tab.
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ToolsBasic starting tools.www.petsportsleague.com/shares
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ServicesFundraising services.www.bizcraft.biz
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CampaignOur Campaign, in progressbit.ly/JudoInvest
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PortalsWhen you decide you are ready to seek equity crowdfunding, you must by law utilize a broker portal registered with the SEC to raise funds. I have compiled a list of registered portals below and related notes. You can also use an independently licensed broker, but that will likely work better under a standard Reg D model and can defeat the purpose of utilizing Reg CF.
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QuestionsYou can reach me for further info at:www.bizcraft.biz
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or email me at:BizCraft.Biz@gmail.com
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PITCH
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MATERIALSINFODETAILMORE
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Demo Video (VR)In Process
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Student WorkSelected a student from Academy of ArtsWas too slow. Better to pay our guy to do it.
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San Jose State / various art schoolsTalent not at the right level
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Academy of Arts - Video Editorhttp://pratikshetty.com - might be ok for doing the video edit
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Academy of Arts - Character Modelerreviewing - Tabansi Kufahamu
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Academy of Arts - Modeling / SketchHakim Hasan. Seems good for putting the scene together and exporting. Checking with Marc
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Academy of Arts - Lighting & EffectsAndreia Tonet. Strong life drawing skills. Demo reel is set to priate so asking for access, but looks good for final pass on video effects and ligthing
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Professional WorkKey animations for Dino Dog & Marshawn Lynch Victory (unless can transfer from existing for now). ?Erik Medina - Says he finished key poses. Following up
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Demo Video (Live Action)Save Marshawn for commercial shoot. For now, Dan, & maybe Becky. -- Write Script / Story BoardWill compile with Dino Dogs 3D edit. All Blocked out and need to record final video and audio of founder, then edit.
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Examples of good promo vidshttps://www.fig.co/campaigns/psychonauts-2#updates
1. Who you are / why you wanted to do (X... start your company and/or build your product). 2. Talk about that product (showing video). 3. Segway to what you want to make now and call to action (need your help). 4. Note prior game launch and accolates (graphics support). 5. short note about sales "sold x units and blah blah). 6. Quick note about what you have done with product since (in our case, mobile, steam,PSL event, etc.). 7. Note people interest for new product (twitter, email, wherever) 8. Segway to plan for the new game. - Capital Amount asking, Note success of first raise and how it validated IP support for family friendly products and our unique blend, and, first early buyout offer from mega game corp, and now onto the cool differences of the new one. expanding visibility of our type of product. 8. Together we have the power to grow this product line, company, and support for (x - animal welfare, etc.). If you want to be a part of this. - follow with video and or shots of people giving it the thumb up / wanna make it happen.. maybe even some of your prior VO actors (with name and part tthey playe in game) & team, and celebs? & Founder ofcoarse / "hope you are too" 9. Close with - Thanks for watching, thanks for supporting, Logo video and or still treatment. 10. Some kind of wacky "button" (in our case, perhaps the clown/poodle live action vid?).
(note: good to sneak in shots of signed Jerry Rice / Team poster, PSL event, etc. Cover triple bottom line company aspect)
Now writing Script
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"Why" Equity CrowdfundingWe align well with "WeFunder.com' in terms of stated vision (they don't seem to walk the talk though, currently)
Until May 16th 2016, the wealthy enjoyed a government-protected monopoly on investing in high-growth startups. Everyone now has the right to invest in what they care about and believe in. Out-of-touch bankers on Wall St. don't take any risks for Main Street. Let's re-create a world where friends and local communities can invest in their neighbors. Entrepreneurship is dying among the young, decreasing from 10.6% to 3.6% of < 30 year olds in 25 years. Wealth inequality is increasing. Let's help build more businesses and save the American dream.

Until May 16, 2016, essentially only the wealthiest 3% could invest directly in private startups. Everyone else was relegated to buying a product or donating money to support a company, but could not invest and become one of its owners. Now thanks to Title III of the JOBS Act, private companies can access a far larger group of potential investors.
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Campaign Tips Found Onlinehttps://learn.indiegogo.com/the-essential-guide-to-crowdfunding/?utm_source=productpage&utm_medium=igg.com&utm_content=textlink&utm_campaign=howitworks&r=wrp_www_xx_0000_igg00003_0000000_002_0000_
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https://wefunder.com/posts/tagged/with/profile-guide
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https://learn.indiegogo.com/the-essential-guide-to-crowdfunding/?utm_source=productpage&utm_medium=igg.com&utm_content=textlink&utm_campaign=howitworks
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https://www.crowdfunder.com/blog/crowdfunding-startups/how-to-build-an-equity-crowdfunding-campaign/
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https://www.crowdfunder.com/blog/crowdfunding-startups/managing-and-closing-investors-on-crowdfunder/
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https://www.crowdfunder.com/blog/crowdfunding-startups/the-art-to-closing-crowdfunding-investors/
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https://www.crowdfunder.com/blog/crowdfunding-startups/equity-crowdfunding-marketing-checklist/
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"Biz Cards"Going with a sticker that is business card sized.Sticker can be passed out in various places and handed to people at related events. Easy hand-off for recpient to look up the campaign
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(image below is not the sticker, but same graphic elements & info)
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OFFERING
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MATERIALSINFODETAILMORE
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promotion note:Point potential investors to site for raise, but, don't talk about terms (on site only). "Tombstone" (e.g., straight facts) are only allowed for promotion outside the campaign. Like specifc share price, etc. -- See below
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promotion details:https://www.crowdcheck.com/sites/default/files/Guidance%20on%20communications%20prior%20to%20and%20during%20a%20Regulation%20CF%20offering.pdfWow. The SEC basically try's to illiminate a CF campaign chance at success by allowing basically ZERO advertising leading up to sale. Like having a "grand opening" and not being able to put the word out... don't expect a full house.
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AttorneyHaven't found any that really know Reg CFBetter to contact the SEC at - 202.551.3460 (SEC and EDGAR filing)
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Increase Authorized SharesReview required stepsContact me for more info. It's extremely easy.
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Do I need a private placement memorandum (PPM) for my fundraise?Under the Rule 506 exemption of Regulation D of the Securities Act of 1933, it is not required to create a private placement memorandum for a private securities offering. You should consult your own legal counsel, but at a minimum, key documents typically include an investor presentation, term sheet, and subscription agreement and or note purchase agreement. These documents should be generated by the company and its legal counsel.Yes. Portal will step you through the requirements. It's part of their job.
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Legal Invest DocsAppears to be generally provided by the Platform holders.Yes. Portal will step you through the requirements. It's part of their job.I have some sample docs. Ask me or I'll post here when I get a moment.
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Funding Platform (updated 2/22/17) via all registered platformshttps://crowdboarders.com/MoreInfo/raisingmoney.htmlno fees, can roll raise, no immediate close date, relesase funds at each minimum... seems goodThey are not open currently. Restrucuring for Block Chain, Smart Docs, etc.
https://www.linkedin.com/in/martin-kelman-7478393/
https://www.linkedin.com/in/danny-kelman-b54a1310/

https://www.linkedin.com/in/gabriela-martinez-del-rio-389a2045/
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https://wefunder.comMaybe not WeFunder. Sent a query but seems invest is in WeFunder, not in our company (WeFunder acts on behalf of their customers, customers can not vote or invest direct into Judobaby).
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https://www.equitynet.comMIght be good, but needs to update to Title III passing... shall see
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http://ignitiondeck.com/Not sure what they are doing exactly... need more review
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https://crowdsourcefunded.com/No useful info on site and no way to contact
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https://www.crowdfunder.com/blog/crowdfunding-startups/how-to-leverage-press-to-get-your-startup-funded/
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https://www.indiecrowdfunder.comSeems more for film
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http://jumpstartmicro.com/Pay to play and not seeing the benefit of the pay vs. "The SEC doesn’t allow for rolling closes and treats each raise as a separate raise.  You can set a minimum and maximum along with a timeframe for the raise.  For example:
 
Minimum: $100k
Maximum: $500k
Timeframe for 60 days
 
Closing happens at the end of 60 days or when the maximum is reached.
 
You can do sequential raises.  When one closes a second can start.
 
Our fee is $750 - $1,500 (depending on the size of the raise $1,500 is above $500k) which covers the cost of setting up a bank escrow and all of the SEC filings.  We also get 6% of the money raised at the closing.
 
I hope this is helpful.  If you want to explore this further, I’m happy to schedule a call with you.
 
Thanks,
Steve"
Hmm.... Crwodboarders supports rolling raises.  NO THANKS
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https://www.seedinvest.com/faqsPay to play and not seeing the benefit of the pay vs.
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https://us.trucrowd.com/Pay to play and not seeing the benefit of the pay vs.
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https://www.startengine.comsmall fee up front to validate "bad actors" and 6% success fee - BUT site has great info on the rules and regulations

Says they support rolling raises so worth a look
"We don't have a link on the website the discusses it specifically. Feel free to check our our Small OPO Guide for additional information on an offering.
https://sites.google.com/startengine.com/smallopo/learn/about-webinars"
Example Common Stock with Voting rights under Reg CF ->https://d19j0qt0x55bap.cloudfront.net/production/startups/vovioslife/documents/offering_details/Vios_-_Offering_Memorandum__2-17-17___1___1_.pdfTo "make it your own" just open in Word (will convert from PDF) and edit away :)
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https://www.razitall.com/Free up front but "It is free to use our platform to build and launch your pitch. If you are successful, we will charge a 5% fee on the amount raised. Payment processing fees from collecting investor payments will reduce the amount you receive by approximately 2.1%. " - not sure how that last part works...
CAPITAL ONLY RELEASE AT CLOSE, NO ROLLING RAISE, NO THANKS
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https://republic.co/Republic collects 5% of the total amount raised and 2% of securities offered in a successful financing. Our filing partner (iDisclose) charges $2500. You pay the fee directly to iDisclose when you begin preparing your Form C.
NO THANKS
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https://smallchange.com/For Realestate
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https://www.nextseed.com/ a one-time $500 setup fee will apply. If your offering is successful, a crowdfunding fee equal to 10% of the total amount raised will apply.
MOST EXPENSIVE YET - NO THANKS
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https://netcapital.com/We charge a 4.9% success fee on the total amount collected for your offering. That includes:
Escrow fees (to keep the deal fair for all)
Transaction fees (moving money between parties)
Fee-free investments for investors (we don’t charge them anything)
An organized set of files for your company
Draft paperwork for filing with the SEC
Automated filing of required federal paperwork
Transfer agent services to maintain this section of your cap table
Custodial services to manage securities for investors
A marketing plan for your offering
A custom offering page on our web site
Coaching on various aspects of compliance while conducting your offering
Background checks of key people in your company
Direct access to our team for ongoing support
SOUNDS LIKE they are the company is the investor on behalf of those that support the round through their platform. NO THANKS
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http://neighborcapital.org/website down (not good sign) - check back later
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http://minnowcfunding.com/For Realestate
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https://www.mrcrowd.com/u/desktop/indexMr. Crowd charges issuers a fee equal to 5% of the gross proceeds of each offering. In the event that an offering is terminated or its fundraising target is not met, Mr. Crowd will not charge any service fees.  Mr. Crowd charges investors a 2% transaction fee or minimum of $7. But investors should be aware that your bank may charge fees on fund transfer transactions. Please consult your bank to learn about any additional fees before making any investment on Mr. Crowd.
NOT SURE if rolling raises are supported.  sent an email
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https://growthfountain.com/Campaign description & disclosure
Description of any outstanding securities and any rights associated with those securities
Description of any historical results, financial milestones and challenges
Business plan & proposed use of funds
Disclosure of material risk factors
Team bios (officers, directors and 20% owners)
Media & PR Campaign
Create a list of all your supporters and potential investors
Slide deck
A great Video describing your product/service and team – with passion and excitement!
Campaign photos
PR support and a social media presence
How long will a fundraising take?
The length of time required to complete a fundraise will vary depending on several factors including: how much traction you are able to attract, the terms of the offering, the speed with which the company responds to information requests, and the degree to which the company may be otherwise represented in social media. All offerings must remain open for a minimum of 21 days and you will have the ability to set a deadline date for your offering in your Form C (as well as the ability to change that deadline date if necessary).
How much money can I raise?
You are allowed to raise up to $1 million in each 12 month period via Regulation Crowdfunding. You are not prohibited from simultaneously or otherwise conducting other raises.
we charge a registration fee of $500 to help mitigate some of the fixed costs that we incur related to performing background checks, reviewing campaigns and filing documents. If a company is able to successfully meet their minimum fundraising goal, we charge a success fee representing 6% of the total amount raised in the offering along with the pass through of any variable costs attributable to the offerings. We believe that the minimal upfront fees properly align our interests with yours so that we both derive the most benefit when your offering is successful.
For investors that participate in an offering, we charge a minimal participation fee of $10 to defray costs
PAY TO PLAY and high % at back end.  NO THANKS
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http://gridshare.com/howFor renewable energy
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http://www.finra.org/about/funding-portals-we-regulateLIST OF ALL APPROVED BY GOV
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http://www.custvestor.com/Login required for any level of info whatsovever
NO THANKS
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https://fundingwonder.com/Non- Equity - Loan Based
NO THANKS
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https://www.flashfunders.com/FlashFunders has a simple calculator that calculates how much Reg CF investors may invest. The SEC defines people who make over $200,000, or have a net worth over $1 million, as accredited investors. Accredited investors do not have investment limits if they participate in a Reg D offering. The SEC limits how much Reg CF investors may invest in private companies in a given year. Reg CF investors may invest the greater of $2,000, or 5% of the lesser of their annual income or net worth, if the investor's net worth or annual income is less than $100,000. A Reg CF investor may invest 10% of the lesser of their annual income or net worth if both their annual income and net worth are equal to or more than $100,000. There is a $100,000 aggregate investment limit across all issuers.

Why is there a difference between Reg CF and Reg D investors?
The SEC has only recently allowed crowd investors to get access to private investments thanks to Reg CF of the 2012 JOBS Act, which also allowed companies to solicit accredited investors publicly through changes to Reg D. Before the Jumpstart Our Business Startups (JOBS) Act of 2012, private companies who wanted to raise capital had to solicit investments via private channels. The JOBS Act quickly allowed privately held companies to solicit investments on public platforms like the internet. But only accredited investors had access to those investments until the SEC formalized rules for a portion of the law called Title III (Reg CF). Title III or Reg CF allows people of any income to invest in companies.

Annual cost to "manage shareholders" ($500) They manage investors on behalf of the company - NO THANKS
Does FlashFunders charge fees to investors?
FlashFunders does not charge any fees to investors; however, fees such as success, processing and service fees are assessed to issuers, which impacts the total proceeds available for use as described in the offering materials.

Are investments from entities accepted on the platform?
Only investors investing $20k and above are eligible to invest as an entity on the platform and investors making investments under $20k must be individuals.

When do I receive my funds?
Once you've hit your target offering amount in a Reg CF offering, you can choose to close your round, but be aware that once you close your round, you cannot open it again. You must also wait 21 days after your Form C is approved by the SEC before you are eligible to close your round. We will release your funds from the offering deposit and/or escrow account to your company's bank account once all these conditions are met.
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https://microventures.com/Must report to investors through them, and, only release funds on max reached
NO THANKS
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https://www.dreamfunded.com/Once a company has reached its investment goal, DreamFunded will withdraw 5% from the total funds collected for each company, for accounting, legal and operations fees associated with the investment. This also includes the costs associated with providing annual K-1s to its members.
No info on upfront costs or rolling raises - sent an email
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https://app.microventures.comSeems to have the most professional term sheets (for examples)
GREAT for TERM SHEET examples
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More
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MATERIALSINFODETAILMORE
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Investor Pack (biz plan, finders, etc.)Done for Reg DDone for Reg CF
Selected CF platform handles this, you just provide the info and updates.
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Website Landing pagewww.PetSportsLeague.comDone
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Info on inception to dateInclude waiting on Jobs Act, originally slated for 2012 but took to 2016, aligns with our fund raise morals and ethics vs. VC and KS
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Link to Invest Pagehttps://www.startengine.com/startup/judobaby
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Advertisingallowed to advertise anyway you like after your Form C is filed - email, Facebook, shouting off the rooftops, etc. However, all your advertisements must be limited to factual information (i.e., avoid "invest in the best donut shop in the world")6. Also, by law, all of your advertisements must include a link to your Wefunder profile. Oh, and never say the SEC has "approved" your offering. They don't like that.See the Advertising tab
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Reg 506(d) filing in California (info)To claim the exemption from securities qualification under California law, a Form D notice filing must be submitted to the Commissioner no later than 15 days after the date of the first sale in this state.
Issuers filing a notice for a Rule 506 offering under California Corporations Code section 25102.1(d), must submit:
a. A copy of the version of Form D filed with and accepted by the SEC; and
b. A filing fee of $300, pursuant to Corporations Code section 25608.1(c).

Commissioner's Release 120-C contains additional information concerning the filing requirements for Rule 506.

See Commissioner's Release No. 120-C at /Commissioner/Releases/pdf/120C.pdf.


http://www.dbo.ca.gov/Licensees/Corporate_Securities_Law/faqs.asp
http://www.dbo.ca.gov/Licensees/Corporate_Securities_Law/faqs.asp#b20
The notice form can be filed online at www.dbo.ca.gov. The Self-Service DOCQNET Portal found on the Department's website allows filers to file the notice and pay the required fee online. The DOCQNET Portal is at https://docqnet.dbo.ca.gov/.BEGINNING MARCH 16, 2009, THE SEC REQUIRES ALL FORM D FILINGS TO BE MADE ELECTRONICALLY.Notice: Before you can electronically file with the SEC on EDGAR, you must become an EDGAR filer with authorized access codes. This website will allow you to create a Form ID and submit it for authorization to the SEC. Upon acceptance, you will receive a unique CIK via e-mail. You will then return to this site and use your CIK and a passphrase to create your EDGAR access codes. Once you have your access codes, you may use EDGAR to begin electronically filing. This website may also be used to regenerate your access codes.
https://www.filermanagement.edgarfiling.sec.gov/Welcome/EDGARFilerMgmtMain.htm
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Form DLooks like we don't have to ammend our Form D
"The Form D need not be amended to reflect a change that occurs after the offering terminates. Moreover, certain changes in reported information are expressly deemed not to trigger an amendment, including (i) changes in the issuer’s revenues or aggregate net asset value; (ii) changes in the amount of securities sold in the offering (or the amount remaining to be sold); or (iii) changes in the total number of investors who have participated in the offering. "
http://walkercorporatelaw.com/entrepreneurship/sec-form-d-and-related-securities-laws-qa-for-entrepreneurs/
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Financial Reporting Required
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For Regulation Crowdfunding (Title III), the amount of money your company is looking to raise will determine the filing requirements:
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Companies looking to raise under $100,000 must submit certain financial documents certified by their principle executive officer, but do not have to be audited or reviewed by a CPA.Financials (prepared under GAAP covering the two most recent years or since inception):
If raising $100,000 or less, financials must be certified by CEO
If raising $100,001-$1,000,000, financials must be reviewed by independent public accountant (no audited financials required for first time Regulation Crowdfunding raise)
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Companies looking to raise from $100,000.01-$500,000 are required to provide financial statements that have been reviewed by an independent CPA.
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Companies looking to raise more than $500,000 up to $1,000,000 are required to provide financial statements audited by a CPA.CPA audit can be expensive (approx 20k)
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Financial PlanDino Dogs VR on Mobile, extend to console, &, make ability to do DLC on current mobile appDone.
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Update Biz Plan / Exec SumDone.
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Update sell package Done.