MAINEDC PROGRAMSTEXAS INTRASTATE CROWDFUNDINGTEXAS VET CROWDEDUCATIONCAREERSCONTACT US
TEXAS CROWDFUND CZARTEXAS VENTURE EXCHANGETEXAS CROWDFUND BOARD

FINANCIAL STATEMENTS

Current Financial Statements (Un-audited)
Please see Appendix A for the financial statements and additional discussion on the finances of the Issuer.

Pro Forma Financial Statement
To illustrate the earning potential of "Texas Equity Shares", the Issuer is providing a summary of its 4-year financial forecast. 
The forecast has been developed by the Issuer using reasonable best efforts based on operating statistics of comparable companies in the crowdfunding sector, as well as the extensive working knowledge of the officers through operating their business. 
Types of Businesses Using Intrastate Crowdfunding
Breweries, distillery, spirit producer, grocery store, general store, exercise studios, software company, night club, music/real estate venue, farmers (family-run farm, dairy farm, farming coop), retail electronics store, technology companies (medical device, education technology, renewable energy), family-run manufacturing businesses, real estate firms (micro-financing, commercial property, construction), product inventions, hair salon, barbershop, entertainment platforms (movie, album, other media, over-theair digital TV station), electronic/gaming pub, dog groomer, sushi restaurant, ice cream maker, baseball bat maker, angel funds, defense consultant, food and beverage platforms, restaurants, apparel companies, service providers (home renovation, security alarm systems, food processing), senior care facilities, physician association, media art firms, purse maker, local product distribution company.
The SEC just adopted rules that should make intrastate Crowdfunding easier, at least if State legislatures do their part.

To understand how the new rules help and how they don’t, start with section 3(a)(11) of the Securities Act of 1933, which has been, until now, the basis for all intrastate Crowdfunding laws. While section 5 of the Securities Act generally provides that all sales of securities must be registered with the SEC, section 3(a)(11) provides for an exemption for:

Any security which is a part of an issue offered and sold only to persons resident within a single State or Territory, where the issuer of such security is a person resident and doing business within or, if a corporation, incorporated by and doing business within, such State or Territory.

In 1974 the SEC adopted Rule 147, implementing section 3(a)(11). That was long before the Internet, and as state legislatures have enthusiastically adopted intrastate Crowdfunding laws since the JOBS Act of 2012, some aspects of Rule 147 have proven problematic. The rules just adopted by the SEC fix some of the problems of Rule 147:

In its original form, Rule 147 required that offers could be made only to residents of the state in question. The revised Rule 147 says it’s okay as long as the issuer has a “reasonable belief” that offers are made only to residents.
In its original form, Rule 147 required issuers to satisfy a multi-part test to show they were “doing business” in the state. Under the revised Rule 147, an issuer will be treated as “doing business” if it satisfies any one of several alternative tests.
The revised Rule 147 provides safe harbors to ensure that the intrastate offering is not “integrated” with other offerings.
In its original form, Rule 147 provided that securities purchased in the intrastate offering could not be sold except in the state where they were purchased for nine months following the end of the offering. The revised Rule 147 provides, instead, that securities purchased in the intrastate offering may not be sold except in the state where they were purchased, for a period of six months (not six months from the end of the offering).
Those are all good changes. But the SEC didn’t stop there. In addition to changing Rule 147 for the better, the SEC has adopted a brand new Rule 147A. Rule 147A more or less begins where Rule 147 leaves off and adds the following helpful provisions:

Most significantly, offers under Rule 147A may be made to anyone. That means the issuer may use general soliciting and advertising – and the Internet in particular – to broadcast its offering to the whole world. Purchasers – the investors who buy the securities – must still be residents of the state, but offers may be made to anybody.
The issuer doesn’t have to be incorporated in the state, as long as it has its “principal place of business” there – defined as the state “in which the officers, partners or managers of the issuer primarily direct, control and coordinate the activities of the issuer.” Thus, a Delaware limited liability company could conduct an intrastate “offering in Indiana, as long as all the officers and managers live and work in Indiana.
Why did the SEC bother to create a whole new Rule 147A to add these provisions, rather than just adding them to Rule 147?

The answer is that Rule 147 is an implementation of section 3(a)(11) of the Securities Act, and if you look at section 3(a)(11) you’ll see that the additional provisions in Rule 147A – allowing offers to everybody, allowing a non-resident issuer – are prohibited by the statutory language. To add these provisions, the SEC had no choice but to create a new Rule 147A that is entirely independent of section 3(a)(11).

And there’s the rub. Many of the existing intrastate Crowdfunding laws require the issuer to comply with Rule 147 and section 3(a)(11). Texas, for example, says:

Securities offered in reliance on the exemption provided by this section [the Texas intrastate Crowdfunding rule] must also meet the requirements of the federal exemption for intrastate offerings in the Securities Act of 1933, §3(a)(11), 15 U.S.C. §77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR §230.147.

This means that issuers in Texas will not be allowed to conduct an offering under the more liberal provisions of Rule 147A until the Texas State Securities Board changes that sentence to read:

Securities offered in reliance on the exemption provided by this section must also meet the requirements of the federal exemption for intrastate offerings in the Securities Act of 1933, §3(a)(11), 15 U.S.C. §77c(a)(11), and Securities and Exchange Commission Rule 147, 17 CFR §230.147, or, alternatively, the requirements of the federal exemption for intrastate offerings in Securities and Exchange Commission Rule 147A, 17 CFR §230.147A.

To those who have spent the last three years pushing intrastate Crowdfunding laws through state legislatures, it might look as if the boulder has rolled back down the hill. But there might also be a silver lining. Almost all the state rules were adopted before Title III became final, and almost all include very modest offering limits. Now that Title III is working as promised, Rule 147A might present an opportunity for legislatures not just to take advantage of the more liberal provisions, but also to raise offering limits and make other adjustments, seeking to make their state rules more competitive with the Federal Title III rules.
On one hand, the SEC just proposed several changes to Rule 147 that will make intrastate Crowdfunding easier:

We used to worry, at least a little, about the language in Rule 147 saying that you couldn’t offer securities to anyone outside the state. How does this work when your offers are made with the Internet, we wondered?


The SEC just proposed eliminating that requirement.
If you were doing an intrastate offering in Texas, Rule 147 used to require using a Texas entity – not Delaware, for example. No more.

If you’re doing an intrastate offering in Texas, you have to show you’re doing business in Texas. 
The new proposals would make that easier.
The new proposals would also simplify and rationalize the rules around
 (1) the “integration” of offerings (combining an intrastate offering with other offerings),
(2) verifying that investors are residents of the state, and
 (3) re-sales of securities purchased in an intrastate offering.

On the other hand, the SEC also proposed a $5 million cap on intrastate offerings, which seems very important in light of Title III.

Title III Crowdfunding allows any issuer anywhere to raise up to $1 million from non-accredited investors who live anywhere in the world. With Title III Crowdfunding available, why would an issuer use intrastate Crowdfunding?

There are only two possible reasons:
You’re allowed to raise more money in the intrastate offering.
The process of the intrastate offering is faster/cheaper/easier.

Once the hi-tech folks get their hands around Title III, I think we’re going to see the process becoming faster, cheaper, and easier than it looks now, making Title III comparable (maybe even superior) to intrastate Crowdfunding from that perspective.

Then it just comes down to how much you can raise. If I am a small issuer – raising less than $1 million, for example – why would I use the intrastate law of my state when I can use Title III instead and appeal to the whole universe of investors? Case in point: New Jersey enacted an intrastate Crowdfunding law just this week – with a $1 million limit. Why would a New Jersey business use that law, with Title III on the books and the gold and silver of Manhattan right across the Hudson River?

And if I’m a software developer wondering what kind of platform to build, isn’t the scale tipped in favor of Title III?

The scales will tip further that way when Congress increases the limit of Title III from $1 million to something higher.

Although the SEC can always raise the limit for intrastate Crowdfunding as well, the future probably belongs to Title III.
The explanation for large numbers of average investors per closed offering is largely related to the average commitment per investor at only $833.94 
At this rate, a company would need well over a thousand investors to reach the maximum raise of $1,000,000.

This dollar amount is achieved by low minimum investment amounts set by issuers.
Certain psychological theory contends that whichever amount is set as the minimum is what the majority of investors choose as their investment amount.

This phenomenon is called “anchoring,” where a cognitive bias influences a person to rely too heavily on the first piece of information received.

Applied to investment crowdfunding, anchoring impacts issuers in that a certain portion of investors can be expected to invest the minimum, 
to take a flyer on an interesting opportunity.

It is tough to estimate how many investors will choose the minimum, but in one recent state crowdfunded offering, 
75% of the investors invested the minimum investment amount of $5000.99 Issuers ought to be cognizant of this effect and not set the minimum too low.