# Education Materials ### How do Regulation Crowdfunding offerings work? Regulation Crowdfunding is an exemption from the securities laws of the United States that allows an Issuer to raise money using crowdfunding without having to register the offering as a public offering. The catch is that the Issuer needs to comply with a different set of rules to qualify for the Regulation Crowdfunding exemption.

The Portal cannot guarantee that an Offering or a project, once funded, will succeed, but the Portal does require the Issuers to have a screener that allows potential investors to identify the level of quality and potential for the Issuer's proposed project, or to already have a team with a successful history of productions and a viewer following. This is completed by the Portal asking for information required to be obtained by statutes, rules and regulations from the Issuer and then the Portal compares the received information with similar or the same information obtained from other third-party sources to see if the Issuer or any of the Affiliated Persons associated with it are already considered bad actors. If so, they cannot participate in a Regulation Crowdfunding Offering.

The Portal’s review continues on an ongoing basis as any new information is obtained by the Portal. Despite this review process, the Portal cannot guarantee that an Issuer or an Offering has no problems, or is not fraudulent, or will succeed. Because there is no guarantee, you should recognize the substantial risks associated with Regulation Crowdfunding (see below) and only invest what you are willing and able to lose entirely.

Whether you are a registered Investor or not, you may browse Offerings on the Platform. If you want to ask questions about any Offering or make a commitment to invest in an Offering, then you will need to register with the Portal. This registration process allows the Portal to identify who you are to ensure any communications are properly labelled, and give the Issuer the opportunity to decide if they want to accept any investment commitment from you.

As part of making an investment commitment, you will pay funds to the Issuer, pursuant to the appropriate investment agreement, and will submit funds to be held by a qualified third-party (the Escrow Agent), until it is either refunded to you or distributed to the Issuer. Once you make an investment commitment, you will receive a receipt (notice) of your commitment and you will have up to 48 hours before the scheduled closing of the Offering to terminate your commitment. If you do not terminate before 48 hours before the scheduled closing, then you will not be able to terminate your commitment. If the Offering reaches its minimum offering goal before the date set for closing, and if you do not terminate your commitment, the Offering will close and you will be provided a notice of the completion of your investment and verification of the interest you purchased. If significant changes are made to the Offering, you will be provided with notice of such change and will be required to recommit if you want to keep your commitment. If the Offering is successful at reaching their minimum sooner than expected, the Issuer may change the closing date to sooner than anticipated (but no sooner than 21 days after it launched, as all offerings under Regulation Crowdfunding must be open for at least 21 days), but before closing, they will provide you (through the Platform) a notice of the change and give you an updated date by which you must terminate your commitment if you so choose.

### What are the risks with purchasing securities offered through Regulation Crowdfunding? Risks of Regulation Crowdfunding are similar to the risks associated with any investment in a startup. As an investor, you can perform due diligence on the Issuer and the Issuer’s plans, but there is no certainty that you have found all relevant information or that the information provided will continue to govern your investment assumptions into the future.

There is the potential that an Issuer will fail in its plans to capitalize on the investment funds received whether through not having enough funds to complete the project as intended, not having access to resources other investment types may bring (access to venture capital partners’ experience), or in not receiving the customer feedback hoped for, that an Issuer will commit fraud against its investors, that result in the Issuer not obtaining funds to be able to repay you (for a loan) or provide any distribution (for an equity investment).

Even if a project appears successful (like generating a lot of revenue), it may take years for the Issuer to get to the point where they are able to repay you or distribute profits to you, and even then, the returns may be smaller than you had expected or hoped. Because of this, you are encouraged to only invest what you can lose.

### What types of securities can I invest in on this Platform? This Portal allows Issuers to offer common equity interest, preferred equity interest, and debt loan instruments.

### What are the risks associated with each type of security offered on this Platform? Common equity interest has the risk that your investment will not have any priority over any other interest (often in the form of the founders of the company). This means that you might not receive as large a return as hoped because returns are being shared with other common interest holders and also possibly preferred interest holders. In the case of a loss or failure of the Issuer, you are less likely to receive any compensation for your interest (as compared to preferred interests). Even though common equity interest holders often have a voting right associated with their interest, it is possible that your voting power decreases over time as other investors invest in the Issuer or that you have no voting right. The terms of each company's equity are found in their respective Offering Documents.

Preferred equity interests often comes with restrictions of non-economic rights. This means that you may not have any say in the operations of the company and no right to vote with the common members on questions of importance to owners.

Risks associated with a debt loan instrument are that if the Issuer is successful, you may receive a smaller return compared to an equity interest holder, and you still have the risk that if the Issuer fails, you will likely not receive a return of your whole investment. Similarly to preferred equity interests, debt holders do not have a say in the operations of the Issuer or in other questions voted upon by common equity holders.

Under any of these investments, the Issuer may cease providing annual reports, as outlined below, which could leave you without information regarding the current status of the Issuer and your investment.

### Once I have a security from a Regulation Crowdfunding offering, what can I do with it? The SEC Regulations related to Regulation Crowdfunding require that all securities issued in such a transaction may not be transferred by you for a period of one year beginning on the day the securities are issued to you. There are a few exemptions to this restriction that allow you to make limited transfers if: you are transferring them back to the Issuer, you are transferring them to an accredited investor, the transfer is part of a public offering registered with the SEC, or the transfer is to a member of your family or a trust created for the benefit of a member of your family, or due to your death or divorce. Any such attempted transfer should be approved by the Issuer according to their tracking policies for the ownership of securities offered through Regulation Crowdfunding.

Even after the completion of this mandatory one-year holding period, transferability is based on the Offering Documents, and investments may not be permitted to be transferred at all, or there may be no market for you to liquidate your investment even if you are allowed to sell the investment.

For this reason, all investments you make on this portal should be made with funds you do not need and are able to lose.

### After an offering is completed, will I be able to keep tabs on my investment? The SEC Regulations require the Issuer to file an annual report within 120 days of the end of each fiscal year, financial statements that are certified by the principal executive officer to be true and complete in all material respects, and a description of the Issuer’s financial condition. The Annual report must include the following information:
- The name, legal status of the Issuer, its physical address and its website url - The names of each director and officer (or someone holding a similar position), their positions/offices held with the Issuer, their time in such positions, and their experience over the previous three years (including principal occupation and employment, including with other employers, and those employers names and business) - The name of each person who is at least a 20% beneficial owner of the Issuer (calculated by voting power and no earlier than 120 days before the report is filed) - A description of the business of the issuer and the anticipated business plan of the issuer - The current number of employees of the issuer - A discussion of the material factors that make an investment in the issuer speculative or risky - A description of the ownership and capital structure of the Issuer - Each class of security, the number outstanding of each, the limitations on voting of each, how the rights vary in rights compared to each other - A description of how the exercise of rights held by the principal shareholders of the Issuer could affect the investors - The ownership level of each person holding 20% or more in voting power, as required above - How each interest is being valued and how they may be valued in the future depending on subsequent corporate actions - The risks to investors who are minority holders, and the risks from corporate actions, including new offerings, repurchases, a sale of the Issuer or its assets, or transactions with related parties - A description of the restrictions on transfer of the securities. - A description of the material terms of any indebtedness of the issuer, including amount, interest rate, maturity date and any other material terms - A description of all exempt offerings conducted by the Issuer in the preceding 3 years - The date of the offering - The offering exemption relied on - The type of securities offered - The amount sold and the use of those proceeds. - Describe any current or proposed transaction in the fiscal year covered by the annual report that amounts to five percent or more of the total capital raised in the preceding 12 months that was with - Any director or officer of the Issuer - One of the 20% + holders, as described above - If the Issuer was incorporated or organized in the previous 3 years, with the promoter of the Issuer - Any member of the family of one of the foregoing - Disclose whether the Issuer or any of its predecessors previously failed to comply with this ongoing reporting requirements
This reporting requirement provides you with relevant information regarding the Issuer, but the Issuer may cease providing these reports if:
- the Issuer becomes a reporting company (based on a type of public offering) - if it has already filed one annual report since its last offering and it has fewer than 300 shareholders - It has filed annual reports for the last three years since its last offering and its assets are less than $10,000,000 - The Issuer repurchases all of the securities sold in reliance on Regulation Crowdfunding - The Issuer liquidates and dissolves its business in accordance with state law

### How much can I invest using this Regulation Crowdfunding? Based on the SEC Regulation Crowdfunding regulations, you are limited based on your net worth and annual income.
If you earn less than $107,000 or have a net worth less than $107,000, then you can invest only up to the greater of $2,200 or five percent (5%) of the greater of your net worth or annual income.
If you earn more than $107,000 per year and have a net worth greater than $107,000, then you can invest up to the greater of 10% of your annual income or net worth, which is still capped at $107,000 every 12 months.
If you are an accredited investor, there is no investment limit.
These totals are cumulative among all offerings, whether on this Platform or with any other portal for the period of the past 12 months at the time of investment.

### Aside from me being able to cancel my commitment (as described above) how else can my commitment be cancelled? The Offering (and your commitment) can be cancelled if the Issuer backs out, if the Portal determines for any reason to terminate the Offering, if the Offering does not reach its minimum by the set closing date, if the Portal or Escrow Agent determines you are ineligible to invest or cannot verify that you are eligible, or if your commitment is over the maximum allowed by the Offering. In any of these termination scenarios, you will receive a notice of the termination, and within five (5) days, the Portal will direct the Escrow Agent to issue a refund to you.

### Should I invest in a Regulation Crowdfunding Offering? As discussed above, there are risks associated with every Offering no matter what the Offering Documents say, who the Issuer is, or what their business plan, there is no way to guarantee you make a return or even get your investment back, so any investment you make should be made with funds that you can afford to lose. If you cannot afford to lose it, do not invest.

### After an investment closes, can I come to you for help? There is no guarantee that the Portal and the Issuer will have any type of continuing relationship. It is the Issuer that has the responsibility to provide updates to you, to manage the securities, and to handle any concerns you have about your investment or the Issuer. You can still come to us though if you have questions about your Portal account.

This offering is no longer active.