The Buzz Cafe and Marketplace is a 2034 square foot space that houses a coffee cafe, specialty market, and chocolate shop. Coffee from Great Lakes Coffee Roasting Company is served fresh-brewed all day. Breakfast fare is available from 7:00 am - 11:59 am, while lunch/ light dinner is available from 12:00 pm to close. Our food is fresh, fast and served in quirky mugs for in-house dining, or in convenient, environmentally-friendly grab-and-go packaging for takeout. Our self-serve dining room offers seating for forty people with a choice of standard- or bar-height rectangular tables that can easily be arranged to provide for casual get togethers, meetings and studying. We offer artisanal chocolates and confections sure to please all ages and a marketplace stocked with local wine, craft beer, grocery essentials, basic medicine cabinet needs and specialty Michigan-made items.

Downtown Adrian is changing. The renovation and expansion of living spaces adds to the existing customer base of day-time employees, area residents, students, and tourists. In addition, our funding campaign brings added revenue and customers by allowing our investors to be part of our success.

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Benjamin E Rosebrock, Co-owner

Financial Summary

Previous Fundraise Summary

Security Type Revenue Share
Minimum Investment $500
Equivalent Interest Rate (/yr) 16.96%
Payback Multiple 1.6x
Payment Frequency Monthly
Term 6 years
Disbursement Late Fees 5.00%
Loan Collateral All Business Assets
Seniority Senior
Investor Eligibility All Investors

Offering Materials

There are no offering materials available for this business. Check back soon.

Investment Perks

Expired 05/31/2018 | $10,000.00
Fudge Making Experience for 10

You and nine friends will attend a private fudge-making experience, learn about the process, and take home a piece of the creation. You will also receive an invitation to our pre-opening tasting event.

Expired 05/31/2018 | $5,000.00
Signature Coffee Creation

Create a signature coffeehouse beverage with the help of our expert baristas! We'll feature your creation on our menu for a month (or longer if it becomes a favorite)! You will also receive an invitation to our tasting event.

Expired 05/31/2018 | $2,000.00
Tote-ally Awesome

You will receive a limited edition The Buzz Cafe and Marketplace shopping tote and an invitation to our pre-opening tasting event.

Financials

This is an overview of the previous and planned financings of the business, including the capital needs the business is looking to cover in the current financing.

Funding Uses for Target Raise ($115 k)

Equipment Purchase
$29,726
Description Equipment items for commercial kitchen and furniture.
Timing A one-time payment 2 months after investments close.
Start Up/Development
$12,060
Description Working capital and startup
Timing A one-time payment 2 months after investments close.

Remaining funding uses include cash buffer and Localstake Marketplace fees. See offering materials for full details.

Pitch Deck

Pitch Deck

Q&A

Provide detail on your hiring plans

The company anticipates initially employing 4-5 part-time employees in addition to our management team. All employees will be trained to provide exceptional customer service in all areas of the shop; as baristas, servers, and food preparation/clean-up.  

What is the composition of your current team?

Our Management Team is made up of three unique individuals that each bring different strengths to the partnership; Joyce Miller (Co-owner, General Manager), Deveny Rosebrock (Co-owner, Marketing Director/Graphic Designer), and Ben Rosebrock (Co-owner, Lead Chocolatier). Each of us has experience starting up and running a successful small business. We will work together to oversee food, inventory and labor costs to continue to be fiscally responsible and profitable. We believe that there is no better time to lead change.

Who are your target customers?

Our customer base consists of approximately 18,000 daytime employees (working within a 10-minute drive of downtown Adrian). Of those employees, 5,300 are office workers who are known to expend at higher rates, often eating out for lunch and shopping on their way to and from work. There are an estimated 2,400 employees within walking distance of downtown.

Additionally, there is immense potential for student spending with three higher learning institutions within two miles of downtown (Siena Heights University, Adrian College and Jackson College).

Finally, because of our proximity to recreational lakes, Michigan International Speedway, antique malls and the Croswell, our customer base will also include tourists and day-trippers from outside Adrian and its surrounding communities.

Do you have current customers?

While The Buzz Cafe and Marketplace does not yet have customers, our in-cafe partner, Treat Handcrafted Confections, LLC, has a customer base in and around Lenawee County due to their presence at local fairs and festivals, corporate events, downtown Adrian events and an active custom order market.

What is your competitive advantage?

There is a niche to fill in downtown Adrian. The research indicates that there is vast entrepreneurial opportunity and no place currently like The Buzz Cafe and Marketplace. New apartments are being both renovated and built in the downtown area which will lead to a population increase within our target market. Furthermore, these apartment dwellers will be looking for this added convenience of downtown living. 

Downtown Adrian has also seen an increase in merchant-supported events which stimulate foot traffic (First Fridays and holiday parties, for example) in the retail outlets. Additionally, Adrian as a city is building a more robust schedule of community events like Artalicious, Blues & Brews, Back to the Bricks, and wine and beer tours. After a successful events in 2016 and 2017, it is likely that Student Welcome events will become a downtown Adrian tradition for our college population as well. 

New projects under way (from the Croswell renovation to the extension of the bike trails) will draw people back into downtown and the surrounding areas. The provision of retail and eatery options will keep them there. The partners of The Buzz Cafe and Marketplace are committed and dedicated to the success of not only their business, but of our downtown. 

Who are your competitors?

“The strongest competition to downtown Adrian are the suburban malls located in Toledo and Ann Arbor.... In closer proximity to Adrian, trade area residents also report traveling to nearby downtowns in Blissfield and Tecumseh.” (Downtown Adrian Retail Market Analysis, Gibbs Planning Group, 2014.)

With this in mind, it would stand to reason that our main competitors would be as follows:

Governor Croswell’s Tea Room • Hooligans • Sauce • Big Boy • Alpha Koney Island • Chomp Burger • Culver’s • Wendy’s • McDonald’s • Starbucks • Tip Top Cafe • Lester's Diner • Tim Horton’s • Centre Cafe • Biggby Coffee • Morning Fresh Bakery • Stompin’ Grounds Coffee • The Spotted Cow • Aubree’s • Buffalo Wild Wings • Meijer • Walmart • Country Market • Sow Fresh • Dick’s Meats • CVS • Walgreens • Rite Aid • Super Liquor III • West Pointe Party Shop • gas stations • farmers market • Boulevard Market • Sanders • Gilbert’s Chocolates • Kilwin’s Chocolates • Schakolad

Provide us with some background on your products and services.

The cafe will offer a casual and friendly dining atmosphere featuring Michigan-roasted coffee (espresso-based and drip) from the Great Lakes Coffee Roasting Company (Bloomfield Hills, Michigan). There will be two separate menus, ante meridiem (from 7:00 a.m. - 11:59 a.m.) and post meridiem (from noon - close), which will offer a variety of foods served in quirky mugs for in-house dining, or in convenient, environmentally-friendly grab-and-go packaging.

Confections will be created on premises by Treat Handcrafted Confections, LLC, a locally owned and operated start-up. Offerings will include: table fudge, caramels, assorted truffles, caramel corn, turtles, chocolate-dipped pretzels and caramel-wrapped pretzels.

A section of the space will be designated for a small convenience market offering both specialty items and necessities for the downtown apartment residents, day workers and tourists: wine, craft beer, coffee beans, prepackaged, microwaveable meals and frozen foods, dairy, seasonal whole fruits, specialty food items, high-demand consumer home goods (batteries, light bulbs, etc.), and basic medicine cabinet supplies (small dose over-the-counter medicines, bandages, etc.).

 

 

How do you market your product or service?

Marketing Plan

  • Greet and engage customers face-to-face while in the shop
  • Leverage Facebook, Twitter, Instagram and Snapchat social media platforms
  • Opt-in information via text message and/or email
  • Stay updated on new technology that will allow us to engage with our customers
  • Display printed materials, flyers and information on boards in the cafe to alert customers of upcoming events
  • Distribute marketing materials to local hotels and Visit Lenawee
  • Participate in local community groups and organizations
  • Advertise with radio and local media
  • Train staff to promote other downtown businesses
  • Collaborate with other local businesses for shared engagement strategies

Growth Strategy

  • Investment crowdfunding with revenue share
  • Create a Founders’ Club
  • Establish a Mug Club to increase customer base and encourage repeat business
  • Use a rewards program to encourage repeated visits
  • Provide special events and live entertainment on an occasional basis
  • Use seasonal and daily specials to keep menu offerings fresh and interesting
  • Keep apprised of market trends and target marketing efforts accordingly
  • Research and stay up-to-date on new trends and business practices
  • Solicit and use customer feedback to improve our services and update inventory items
  • Host regular team meetings to keep staff updated and knowledgeable
  • Maintain a positive and fun work environment - if our staff loves where they work, they will spread the word!

 

Team

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Benjamin E Rosebrock

Co-Owner, Lead Chocolatier

Ben Rosebrock brings ten years of experience in Higher Education, with a Master of Arts in Educational Leadership. He has worked at three colleges and is currently serving as the Director of First Year Experience at Siena Heights University. An Adrian College graduate, he has spent 15 years in Lenawee County. Recently, Ben and his wife Deveny moved back to Adrian, built a house and made a commitment to be more engaged in the local community. When in college, Ben became a chocolatier and developed his trade during his summer job and as a hobby. In addition to their full-time jobs, Ben and Deveny co-established Treat Handcrafted Confections, LLC in July 2016. Products are created from their own kitchen and covered under the Michigan Cottage Food Law. Ben and Deveny's partnership in the Buzz Cafe and Marketplace will allow them to move the business into a brick-and-mortar location downtown to join the revitalization effort and become a destination for old-fashioned fudge, caramel corn, and other specialty treats.

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Deveny Rosebrock

Co-owner, Marketing Director/Graphic Designer

Deveny Rosebrock is a skilled event planner, marketer, graphic designer and customer service guru. She has been in the Adrian area since her freshman year at Adrian College in 2003. Her work at The Croswell from 2008-2011 only served to deepen her love for the Adrian community and its historic downtown. Currently, she is employed as a Senior Events Manager for the University of Michigan, giving her a unique opportunity to stay at the cutting edge of food and beverage trends in the state and expertise in creating exceptional and memorable customer experience. As mentioned above, she and her husband Ben are co-owners of Treat Handcrafted Confections, LLC, whose products will be a cornerstone of The Buzz Cafe and Marketplace.

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Joyce Miller

Co-owner, General Manager

Joyce Miller is a small business owner and professional educator with extensive teaching, administrative, research and customer service experience. She is a skilled project manager, taking on a variety of projects of varying sizes, complexity, and types from inception to completion.Three years ago, Joyce started a small business, developed unique products, established a website, and ultimately found a brick-and-mortar retail location in partnership with an existing gift shop. As a small business owner in downtown Adrian, Joyce brings three years of progressively stronger business performance, and game changing customer service skills. In addition to developing unique products, she has also curated a unique and highly regarded mix of retail gift items that have yielded double digit increases in sales in each of the last three years. She started this business while also working a full-time job, and now intends to phase into full-time real ownership and management over the next 30 months. As a resident of Adrian from the past 18 years she has gained an understanding of the area which will positively impact The Buzz Cafe and Marketplace.

Missing

Russell L. Dempsey

Service Provider

Certified Public Accountant, Dempsey & Dempsey

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Betsy Murdoch

Service Provider

Sales & Events Manager, Great Lakes Coffee Roasting Company

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Shawn Preissle

Service Provider

Consultant, Michigan SBDC Greater Washtenaw Region team.

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Lad Strayer & Vicki Schmucker

Service Provider

Commercial Photographers and Videographers

About The Buzz Cafe and Marketplace, LLC

Entity The Buzz Cafe and Marketplace LLC
Entity Type LLC
State Organized Michigan
Founded May 2017
Employees 0
Social Media

Headquarters

Company Updates

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Discussion

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Risks & Disclosures

Employees or related third parties may engage in misconduct or other improper activities

The Company is exposed to the risk that employee fraud or other misconduct could occur. Misconduct by employees could include misappropriation of trade secrets or other intellectual property or proprietary information of the Company or other persons or entities and failing to disclose unauthorized activities. It is not always possible to deter or detect employee misconduct, and the precautions taken to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses. The misconduct of one or more of the Company's employees or key third party partners may have a material adverse effect on the Company's business, results of operations, prospects, and financial condition.

The Company may not obtain sufficient insurance coverage

The cost of insurance policies maintained by the Company to protect the Company's business and assets could increase in the future. In addition, some types of losses, such as losses resulting from natural disasters, generally are not insured because they are uninsurable or it is not economically practical to obtain insurance to cover them. Moreover, insurers recently have become more reluctant to insure against these types of events. Should an uninsured loss or a loss in excess of insured limits occur, this could have a material adverse effect on the Company's business, results of operations and financial condition.

Limited operating history

The Company was founded in May 2017, is an early stage company with no operating history upon which to evaluate its business and has generated no revenues to date. The Company is not currently profitable. Although management of the Company currently anticipates that its business strategy will be successful, the Company may not be able to achieve the revenue growth in the coming years necessary to achieve profitability. The Company's prospects also must be considered in light of the risks and difficulties frequently encountered by startup companies in today's business environment. The Company may not be successful in addressing these risks, and the business strategy may not be successful.

Unpredictability of future revenues; Potential fluctuation in operating results

Because the Company has no operating history, the ability to forecast revenues is limited. The Company's future financial performance and operating results may vary significantly from projected amounts and fluctuate substantially from quarter to quarter due to a number of factors, many of which are likely to be outside of the Company's control. These factors, each of which could adversely affect results of operations and future valuation, include:

• demand for the Company's products and services;

• introduction or enhancement of products and services by the Company and its competitors;

• actual capital expenditures required to bring the Company's products and services to market;

• market acceptance of new products and services of the Company and its competitors;

• price reductions by the Company or its competitors or changes in how products and services are priced;

• the Company's ability to attract, train and retain qualified personnel;

• the amount and timing of operating costs and capital expenditures related to the development and expansion of the Company's business, operations and infrastructure;

• unexpected costs and delays relating to the expansion of operations;

• change in federal or state laws and regulations;

• timing and number of strategic relationships that are established;

• loss of key business partners; and

• fluctuations in general economic conditions.

The projections of the Company's future operating costs are based upon assumptions as to future events and conditions, which the Company believes to be reasonable, but which are inherently uncertain and unpredictable. The Company's assumptions may prove to be incomplete or incorrect, and unanticipated events and circumstances may occur. Due to these uncertainties and the other risks outlined herein, the actual results of the Company's future operations can be expected to be different from those projected, and such differences may have a material adverse effect on the Company's prospects, business or financial condition. Any projections that were prepared or provided by the Company were not prepared with a view toward public disclosure or complying with the published guidelines of the American Institute of Certified Public Accountants or the Securities Exchange Commission regarding projected financial information. Under no circumstances should such information be construed to represent or predict that the Company is likely to achieve any particular results.

Reliance on key management employees and future personnel

The success of the Company is dependent on the efforts of a limited number of key people. The Company has not made plans to purchase key person life insurance. The loss of key personnel could have a serious adverse effect on the Company's prospects, business, operating results, and financial condition. To fulfill its operating plans, the Company's future success also depends on its ability to identify, attract, hire, train, retain and motivate additional personnel to fulfill various roles within the Company. The failure to attract and retain the necessary personnel could materially and adversely affect the Company's business, prospects, financial condition and results of operations.

The Company's management will have broad discretion in use of proceeds

The Company has preliminarily designated the use of the proceeds from this Offering for location buildout, purchasing equipment, startup development, general working capital purposes and other necessary expenditures as determined in the discretion of management. Accordingly, the Company's management will have significant flexibility and broad discretion in applying the proceeds of the Offering. The failure of management to apply these funds effectively could have a material adverse effect on the Company's business, results of operations, prospects, and financial condition.

No assurances of sufficient financing; Additional capital may be required

Although the Company believes the proceeds of this Offering, along with other planned financings, will provide adequate funding to develop and successfully support its business plans, there can be no assurances that such funds will be adequate. If the Company's cash requirements exceed current expectations, the Company may need to raise additional equity or debt capital, beyond what is being sought with current efforts. There can be no assurance that adequate additional financing on acceptable terms will be available when needed. The unavailability of sufficient financing when needed would have a material adverse effect on the Company and could require the Company to terminate its operations. Depending on the total capital raised in the Offering, the Company will pursue securing additional financing of at least $75k through a commercial loan to provide necessary capital for planned capital expenditures not covered under the Offering. If the Company is unable to close the additional financing on the terms and the timeline that is currently anticipated, the Company's financial and operational results may be adversely affected, and if the Company is left without sufficient capital, Investors could lose all, or a significant portion of, their investment.

Competition from other businesses

The Company will compete in a competitive market with several established coffee shops and cafes. The Company expects competition to increase in the future. If and when the Company expands the scope of its product and service offerings, it may compete with a greater number of companies across a wider range of products and services. Many of the Company's current competitors and potential new competitors may have longer operating histories, greater name recognition, larger client bases and significantly greater financial, technical and marketing resources than the Company. These advantages may allow them to respond more quickly to new or emerging technologies, changes in laws or regulations, and changes in client and/or user requirements. There can be no assurance that the Company will be able to compete successfully in its chosen markets and competitive pressures may materially and adversely affect the Company's business, prospects, financial condition and results of operations. Any significant success of the Company's competitors can damage relationships with its customers and service providers, diminish the Company's market share, and present significant obstacles to the further development of the Company.

Existing and potential litigation

Although management is unaware of any threatened or pending litigation against the Company or management, there can be no assurance that future claims will not be asserted and that, even if without merit, the cost to defend against such claims would not be significant, thus having a material adverse effect on the Company's business, financial condition and results of operations. The Company has never filed any lawsuit against any other person or entity, or been the subject of a lawsuit.

Need to maintain existing, and develop new products and services

The success of the Company is dependent upon the Company's ability to develop and introduce in a timely manner new products and services that incorporate technological advances, keep pace with evolving industry standards, and respond to changing customer requirements. If the Company is unable to develop and introduce new products and services or enhancements in a timely manner in response to changing market conditions or customer requirements, the Company's business, financial condition and results of operations would be materially adversely affected.

Control of the Company

The managers, officers and/or directors comprising the Company’s management team will have sole management authority over the business of the Company, regardless of the opposition of Investors to pursue an alternate course of action. Investors will not become members of the Company and shall have no voting, dividend, minority ownership rights, or other rights or status as a member of the Company as a result of his, her or its investment. Investors will have no right to vote with respect to the management or to participate in any decision regarding management of the Company’s business.

The Company is obligated to indemnify its management

Executive officers and managers of the Company owe certain duties to the Company they serve in connection with the use of its assets. Executive officers and managers are fiduciaries, and as such are under obligations of trust and confidence to the Company and owners to act in good faith and for the interest of the Company and its owners, with due care and diligence. Notwithstanding the foregoing, the Company is obligated to indemnify officers and managers of the Company for actions or omissions to act by such officers and managers of the Company on behalf of the Company that are authorized under the organizational documents of the Company. In addition, an officer may be entitled to advancement of expenses they may incur associated with or in defense of charges, claims or legal action arising from such person’s position as an officer or manager of the Company, which could result in a decrease in the assets available for Investors in certain circumstances. The assets of the Company will be available to satisfy these indemnification obligations. Such obligations will survive dissolution of the Company. There are very limited circumstances under which the management of the Company can be held liable to the Company. Accordingly, it may be very difficult for the Company or any Investor to pursue any form of action against the management of the Company.

Limited ability to protect intellectual property rights

The Company will rely on intellectual property laws to protect certain recipes, branding and trade secrets, all of which offer only limited protection. The Company has not applied for, and has no plans to apply for, intellectual property protection through trademarks or patents. Failure to adequately protect its intellectual property from current competitors or new entrants to the market could have a material adverse effect on the Company's business, operating results, and financial condition. Additionally, the Company may become subject to third-party claims that it infringed upon their proprietary rights or trademarks. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against the Company or the payment of damages by the Company.

The Company is required to hold certain licenses and permits

The Company operates in a highly regulated industry as a food service business. In order to operate the Company, must maintain various state and federal licenses to permit the activities contemplated by the business model. The Company has not yet secured the regulatory permits and licenses necessary to begin operations and commence retail sales. The Company expects to have all necessary licenses and permits in place in the coming months, however there is no guarantee they will be successful in doing so. If the Company is unable to secure the necessary licenses and permits its financial and operational results may be adversely affected. In addition, the violation of the requirements associated with the provision of these permits and licenses could result in fines, a cease and desist order against the subject operations or even revocation or suspension of the Company’s license to operate the subject business.

Need to establish new and maintain existing customer relationships

The market for the Company's products and services is rapidly evolving. The Company is unable to predict whether its planned products and services will satisfy customer demands or if they will be supplanted by new products and services. To date, the Company has developed no customer relationships. The Company's efforts to market and sell its services could be significantly affected by competitive and technological developments. If this occurs and if the Company is unable to adapt quickly enough to the change, it may fail to develop customer relationships, and maintain those relationships, and its business, financial condition and results of operations could be materially adversely affected.

Reliance on third parties for product inputs

The Company will rely on various third parties to provide its product inputs and other goods and services. These third parties may become unable to or refuse to continue to provide these goods and services on commercially reasonable terms consistent with the Company’s business practices, or otherwise discontinue a service important for the Company to continue to operate under normal conditions. If the Company fails to replace these goods and services in a timely manner or on commercially reasonable terms, the operating results and financial condition of the Company could be harmed. In addition, the Company exercises limited control over third-party vendors, which increases vulnerability to problems with goods and services those vendors provide. If the goods and services of the third parties were to fail to perform as expected, it could subject the Company to potential liability, adversely affect renewal rates, and have an adverse effect on the Company's financial condition and results of operations.

No audited financial statements

The Company has not yet sought to have its financial information audited by an independent certified public accountant and there is no assurance that it will do so in the future. All financial information provided in the Offering Materials has been prepared by the Company's management team and has not been reviewed or compiled by an independent accounting firm.

Investments in property requiring substantial construction carry significant risks

Because the Property requires substantial construction efforts, there are additional risks relating to the nature of such construction efforts. Construction risks include, but are not limited to, the timeliness of the project’s completion, the integrity of appraisal values, and the length of the ultimate construction process. If construction work is not completed (due to contractor abandonment, unsatisfactory work performance, or various other factors) and all available financing has already been expended, then in the event of a default the Company may in some instances borrow significant additional funds to complete the construction work. Any such investment could potentially require that it be repaid by the Company prior to the Investors being paid back on their investment; in such event, the ability of the Investors to realize on their investment would be materially adversely affected. Default risk also exists where it takes the Developer longer than anticipated either to construct the Property. Investments involving properties with such development or significant rehabilitation business plans have an increased risk of failure.

The Company's operating location may become insufficient

A manager of the Company personally owns the planned operating location, however it is not guaranteed that the Company's current location will continue to provide a fit for the Company's operations. Should the current location no longer fit the Company's needs, the Company may be forced to find a different location or incur significant expenses to remodel its current location. Should this need arise, the Company’s operations and financial condition will be adversely affected.

Net investment income tax

Certain U.S. Investors that are individuals, estates or trusts will be subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of their income and net gains from the disposition of the RSAs. If you are a U.S. Investor that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the net investment income tax to your income.

General taxation of non-US investors

Generally, ordinary income received by an Investor who is a nonresident alien individual and who is not engaged in the conduct of a United States trade or business will be subject to the 30% federal withholding tax, unless such tax is reduced or eliminated pursuant to a treaty between the United States and the country where the Investor has his or her tax home. Gain realized on the sale, exchange, or redemption of RSAs by a nonresident alien individual generally will not be subject to tax by the United States. If a nonresident alien individual is present in the United States for 183 days or more during the year, or if such an Investor is engaged in the conduct of a United States trade or business, then the Investor should consult his or her own tax advisor regarding the tax consequences of holding the RSAs.

General tax considerations

Investors in the RSAs are urged to consult their tax advisors concerning the federal, state, local and foreign income tax consequences of acquiring, owning, and disposing of, the RSAs as well as the application of state, local and foreign income and other tax laws. Any federal tax discussion contained in these Offering Materials, including any attachments, was written in connection with the Offering of the RSAs by the Company, and is not intended or written to be used, by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. Nothing in these Offering Materials shall be deemed tax or legal advice by the Company or its members.

The tax-related information herein summarizes certain material U.S. federal income tax aspects of the purchase and ownership of the RSAs. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations thereunder, published administrative rulings, and judicial decisions in effect on the date of the Offering Materials. No assurance can be given that future legislative or administrative changes or court decisions will not significantly modify the statements expressed in these Offering Materials. Any such changes may or may not be retroactive with respect to transactions completed prior to the effective dates of such changes.

The tax-related information herein is a general discussion of U.S. federal income tax consequences of investing in RSAs by individuals and does not purport to deal with all federal income tax consequences applicable thereto or the federal income tax consequences applicable to all categories of Investors, some of which may be subject to special rules (e.g., Investors who do not reside in or citizens of the U.S.). This discussion is not intended as a substitute for careful tax planning. Any federal tax discussion contained in these Offering Materials, including any attachments, was written in connection with the offering of RSAs by the Company, and is not intended or written to be used, by anyone for the purpose of avoiding federal tax penalties that may be imposed by the federal government. Investors are urged to consult their own tax advisors, lawyers, or accountants with specific reference to their own tax situations.

Backup withholding with respect to the RSAs

Under certain circumstances, interest paid on RSAs may be subject to "backup withholding" of federal income tax. Backup withholding does not apply to corporations and certain other exempt recipients which may be required to establish their exempt status. Backup withholding generally applies if, among other circumstances, a non-exempt holder fails to furnish his or her correct social security number or other taxpayer identification number. Special backup withholding rules may apply when payment is made through one or more financial institutions or by a custodian, nominee, broker or other agent of the shareholder. If applicable, Investors should contact their brokers to ensure that the appropriate procedures are followed which will prevent the imposition of backup withholding.

Gain or loss on disposition of the RSAs

If the RSAs are sold, the selling holder will recognize gain or loss equal to the difference between the amount realized from the sale and the selling holder's adjusted basis in the RSAs. The adjusted basis generally will equal the cost of the RSAs paid by the seller, increased by any OID on the RSAs included in the seller's income and reduced (but not below zero) by any payments on the RSAs. Because the RSAs are characterized as contingent payment debt instruments under the Code and Treasury Regulations, any gain recognized upon a sale, exchange, retirement, or other disposition of an RSAs will generally be treated as interest income and any loss will be ordinary to the extent of prior interest income inclusion.

No analysis has been done of potential state or local tax consequences

Investors should consider potential state and local tax consequences of an investment in the RSAs and they are urged to consult their own tax advisor to determine the state and local income tax consequences of investing in the RSAs. The Offering Materials make no attempt to summarize the state and local tax consequences to potential investors.

Investors will recognize interest income on the RSAs each year even if no payments are actually received

Investors in the RSAs, regardless of whether the Investor reports income under the cash or accrual method of accounting, will be required to recognize interest income from the RSAs each year under the original issue discount ("OID") rules contained in the Code, even if no payments are made with respect to the RSAs (so called "phantom income"). Because both the amount of each payment and the timing of the payments to holders of the RSAs are contingent on the Company's ability to generate revenue, a fixed payment schedule cannot be established. Consequently, the Company is required to use the "noncontingent bond method" contained in the Treasury Regulations to determine annual interest and principal payments to the Investors in the RSAs.

In general, under the noncontingent bond method the Company must first determine the yield at which a debt instrument with terms and conditions similar to the RSAs could be issued by the Company (the "comparable yield") and prepare a projected payment schedule for the RSAs which reasonably reflects the relative expected timing and amounts of the payments to be received by the Investors in the RSAs. Accruals of interest are then attributed to each day included in the projected payment schedule. If no payments are made during the year, the amount of interest reported to the holder would be equal to the amounts accrued as interest based on the project payment schedule. If payments are made during the year, the actual interest reported with respect to the RSAs is determined by adjusting the amounts derived from the projected payment schedule for any differences between the actual payments made and the projected payment schedule. A positive adjustment occurs when the actual amount paid exceeds the projected amount, while a negative adjustment occurs when the actual amount paid is less than the projected amount.

All adjustments are netted for the tax year. A net positive adjustment is treated as additional interest for the year. A net negative adjustment first reduces the interest accrued on the RSAs for the current year, then is treated as an ordinary loss to the extent of interest previously accrued on the RSAs, and any excess adjustment is carried forward to future years. If any net negative adjustment remains at the time of a sale or retirement of the RSAs, it is treated as a reduction in the proceeds received. A risk exists that the IRS could dispute these determinations which could impact the amount, character and timing of the payments reported by the Company to the Investors in the RSAs.

The RSAs will be treated as debt for federal income tax purposes

The Company intends to treat RSAs as debt for federal tax purposes. No clear guidance exists that definitively provides that an RSA is either debt or equity for federal tax purposes; and thus, a risk exists that the Internal Revenue Service could successfully assert that RSAs should be treated as equity instead of debt. Such a determination is dependent upon all attendant facts and circumstances surrounding the issuance and holding of an RSA, including, but not limited to the following:

• the presence or absence of an unconditional promise to pay a sum certain at a fixed maturity date;

• the right to enforce payment of principal and interest;

• the status of the contribution in relation to regular corporate creditors (whether or not subordinate to general creditors);

• the intent of the parties, especially as to non-tax purposes

• the names given to the certificates evidencing the indebtedness;

• the source of payments;

• participation in management flowing as a result;

• thin or adequate capitalization;

• identity of interest between creditor and stockholder;

• source of interest payments;

• the ability of the entity to obtain loans from outside lending institutions;

• the extent to which the advance was used to acquire capital assets or to meet current operating expenses; and

• the failure of the debtor to repay on the due date or to seek a postponement, as well as the actual payment of the interest.

If the IRS were to prevail that RSAs should be treated as equity for tax purposes, each holder would be considered to be a member of the Company and, because the Company is taxed as a partnership, interest payments received by a holder would be recharacterized as distributions from a partnership, which could impact the tax treatment of the holder. Because a partnership generally is not a taxable entity, it will incur no federal income tax liability. Rather, each holder would be required to take into account in computing its federal income tax liability its allocable share of income, gains, losses, deductions, and credits of the Company, regardless of whether cash distributions are made.

Investors are required to indemnify and reimburse the Administrative Agent; There will be little or no recourse against the Administrative Agent.

As a condition of agreeing to the terms of the RSAs, the Investor has agreed to indemnify and reimburse the Administrative Agent, ratably from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those expenses and costs to be borne by the Administrative Agent in the ordinary course of its or its agents’ fulfillment of administrative agent services), which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the RSAs or any action taken or omitted under the RSAs, provided that the Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct.

Investors are reliant on the Administrative Agent for servicing and collections

The Investors will not be able to pursue collection against the Company themselves. If the Administrative Agent were to become subject to a bankruptcy or similar proceeding or were to otherwise become unable to perform its duties under the RSAs, enforcement of Investors’ rights could be uncertain, recovery of funds due on the RSAs may be substantially delayed, and any funds recovered may be substantially less than the amounts due or to become due on the RSAs. There is no provision in the RSAs for a party to replace the Administrative Agent.

Disputes may be resolved only through mandatory binding arbitration

The RSAs provide that any claims or disputes between the Investor and the Company and its affiliates and agents (including the Placement Agent) must be resolved by confidential mandatory binding arbitration before a private dispute resolution service and forum provider. Investors will not have a right to litigate claims through a trial, and will be required to knowingly and voluntarily waive their rights to litigate any claims in a court.

Investors will not become members of the Company

Investors will not become members of the Company and shall have no rights to share in the Company’s net assets (other than pursuant to their RSAs), cash flow, or net income, and shall have no voting or dividend rights, as a result of his, her or its investment. Investors shall only be entitled to their pro rata share of collected gross revenue of the Company, up to the Maximum Revenue Share Amount. The only return on the investment is the monthly revenue share payments set forth in the RSAs.

Investors may not receive a return of their investment amounts and there is no guarantee of return

Investors will be entitled to receive a return on their investment only through the RSAs and the monthly revenue share payments thereunder. The only source of funds for the repayment of the Investors' investment amounts and a return on such investment amounts is the Company's operations. The return to Investors and the future value of the investment will depend on a number of factors which cannot be predicted at this time and which may be beyond the control of the Company. These include the general, local, and industry-related economic conditions. In the event that the Company does not generate sufficient revenues from operations, the Investors may not receive any return at all and may lose a substantial portion (or possibly all) of their investment amounts. Neither the Company nor the Placement Agent makes any representations or warranties with respect to any return on an investment in the Company. There can be no assurance that an Investor will receive any return on an investment in the Company or realize any profits on such Investor's investment in the Company.

Restrictions on transferability

The RSAs offered by the Company have not been registered under the Securities Act, nor any applicable state securities laws, in reliance on the exemption from registration in Securities Act Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. As a result, the RSAs are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption from these laws, or if the Company has received an opinion of counsel satisfactory to it that registration under such laws is not required. In addition, there is no market for the RSAs being offered and the Company does not expect that any market will be developed in the foreseeable future.

No market; Lack of liquidity

There currently is no public or other trading market for the RSAs being offered or any other securities of the Company and there can be no assurance that any market may ever exist for the RSAs being offered or any other securities of the Company. If a public market does develop, factors such as competitors' announcements about performance, failure to meet securities analysts' expectations, changes in laws, government regulatory action, and market conditions for the industry in which the Company operates in general could harm the price of the Company's publicly traded securities. The Company has no obligation to register the RSAs being offered or any other securities under the Securities Act or any state securities laws. Investors should be prepared to hold their RSAs for an indefinite period.

The RSAs are offered on a best efforts basis

The RSAs are being offered by the Company on a best efforts basis as specified herein. The Company will begin using the net proceeds of the Offering immediately. To the extent that the Company does not raise the full $160,000 amount that it is seeking in this Offering, some or all of the business objectives and financial forecasts of the Company may be delayed and/or unfilled. There can be no assurances that the Company will raise the full amount of $160,000 sought through this Offering.

The obligations of the Company under the RSAs will be secured obligations

The RSAs are secured obligations of the Company, however the Company has not yet purchased or secured many of the assets that would qualify as collateral under the RSAs. In the event of a default under the RSAs, investors will have no recourse against the assets of the Company if the Company and/or Administrative Agent has not yet secured any collateral.

An investment in the RSAs is speculative and involves a high degree of risk

An investment in the Company should not be made by persons unable to bear the risk of loss of their entire investment or by persons who may have a need for liquidity from their investment. In making an investment decision, you must rely on your examination of the Company and the terms of the Offering, including the merits and the risks involved. Like all investments, an investment in the Company involves the risk of the loss of capital, and the RSAs should not be purchased by anyone who cannot afford the loss of his, her or its entire investment. Investors must be prepared to bear the economic risk of an investment in the Company for an indefinite period of time and be able to withstand a total loss of their investment. Investors are encouraged to consult their own investment or tax advisors, accountants, legal counsel, or other advisors to determine whether an investment in the RSAs is appropriate.

The RSAs have not been registered under the Securities Act

The RSAs offered by the Company have not been registered under the Securities Act, nor any applicable state securities laws, in reliance on the exemption from registration in Securities Act Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. The investment contemplated by the RSAs has not been recommended, approved, or disapproved by the SEC, or any state securities commission, or other regulatory authority, nor have any of these authorities passed upon or endorsed the merits of this Offering or the accuracy, completeness, or adequacy of the Offering Materials. Any representation to the contrary is a criminal offense.

Investors will be subject to certain suitability requirements

The RSAs will not be sold to an Investor until such Investor delivers an executed representation, as contained in the Qualified Investor Questionnaire and Subscription Agreement, that he, she or it is a Qualified Investor and meets certain standards. Persons who are not Qualified Investors are not permitted to invest. The fact that a person is a Qualified Investor represents the minimum suitability requirement for an Investor, and compliance with such standards does not necessarily indicate that this would be a suitable investment for such person.

There is no market for the RSAs and no such market is expected to develop

The RSAs are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption from these laws, or if the Company has received an opinion of counsel satisfactory to it that registration under such laws is not required. Investors may be required to bear the financial risks of the investment in the Company for an indefinite period of time. Persons who desire liquidity from this investment should not invest.

The Company will have the right to refuse any subscription in its sole discretion

The Company will have the right to refuse any subscription in its sole discretion and for any reason (or no reason), including the Company’s belief that an Investor does not meet the applicable suitability requirements or that exemptions from the registration requirements of any applicable jurisdiction are not available with respect to the issuance of the RSAs to any Investor under this Offering. The Company may make or cause to be made such further inquiry and obtain such additional information as it deems appropriate with regard to the suitability of Investors. The Company reserves the right to modify the suitability standards with respect to certain Investors in order to comply with any applicable state or local laws, rules, regulations or otherwise.

The information presented in the Offering Materials was prepared by the Company and contains "forward-looking" statements

The Offering Materials (together with any amendments or supplements and any other information that may be furnished by the Company) includes or may include certain forward-looking statements, estimates, and projections with respect to the Company's anticipated future performance. Examples of forward-looking statements include statements regarding the Company's future sales, purchase orders, financial results, operating results, acquisitions, business and monetization strategies, projected costs, revenues, products, competitive positions and plans and objectives of management for future operations. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "should," "would," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology. Such forward-looking statements, estimates, and projections are not guarantees of future performance and reflect various assumptions of the Company's management that may or may not prove correct and involve various risks and uncertainties over which the Company may have no influence or control. No independent party has verified or confirmed the reasonableness of the assumptions that form the basis of the forecasts. These and many other factors could affect the Company's future financial and operating results, and could cause actual results to differ materially from expectations based on forward-looking statements made in the Offering Materials or elsewhere by the Company (or on its behalf). The likelihood of the Company's success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with growing a startup business. There can be no assurance that the Company will generate any particular level of revenue or will be able to continue to operate profitably. The Placement Agent expressly disclaims any representation or warranty regarding involvement in or responsibility for any forward looking statements contained in the Offering Materials.

Only the Offering Materials may be relied upon in connection with this Offering

Only the information expressly set forth in the Offering Materials or contained in documents furnished by the Company upon request may be relied upon in connection with this Offering. No person has been authorized to give any information or to make any representations other than those contained in the Offering Materials and, if given or made, such information or representations must not be relied upon. Access to the Offering Materials at this time does not imply that information therein is correct as of any time subsequent to this date.

The Offering Materials do not purport to be all-inclusive

The Offering Materials provided to Investors do not purport to be all-inclusive or contain all of the information that you may desire in investigating the Company. You must rely on your own examination of the Company and the terms of the Offering, including the merits and risks involved in making an investment in the RSAs. Prior to making an investment decision, you should consult your own counsel, accountants, and other advisors and carefully review and consider all of the Offering Materials provided and the other information that you acquire. You should not construe any statements made in the Offering Materials provided as investment, tax or legal advice.

The Company reserves the right to reject some or all of any prospective investment

The offer of the RSAs by the Company is subject to prior sale and certain other conditions. The Company reserves the right, in the Company's sole discretion and for any reason, to withdraw, cancel, or modify the Offering and to accept or reject some or all of any prospective investment. The Company will have no liability to any Investor in the event that the Company takes any of these actions.

The terms, conditions and restrictions of the RSAs are fully set forth in the Revenue Sharing Agreement

The terms, conditions and restrictions of the RSAs are fully set forth in the Revenue Sharing Agreement, which you will be required to execute if you decide to invest, the form of which has been provided to you in the Offering Materials section for this Offering on the Company Offering Profile. You should not invest unless you have completely and thoroughly reviewed the provisions of the Revenue Sharing Agreement. In the event that any of the terms, conditions, or other provisions of the Revenue Sharing Agreement are inconsistent with or contrary to the information provided in the Offering Materials, that agreement will control. Any additional information or representations given or made by the Company in connection with the Offering, whether oral or written, are qualified in their entirety by the information set forth in the Offering Materials, including, but not limited to, the risks of investment.

No solicitation in any state or other jurisdiction in which such solicitation is not authorized

The Offering Materials do not constitute an offer to sell, or a solicitation of an offer to buy, any security in any state or other jurisdiction in which such an offer or solicitation is not authorized. Except as otherwise indicated, the offering materials speak as of the date the Offering was initiated. Neither access to the Offering Materials nor any sale of the RSAs shall, under any circumstances, create an implication that there has been no change in the Company's affairs from the date the Offering was initiated.

Each investment is subject to the terms and conditions of the Investor Registration Agreement

Each Investor's subscription for and purchase of the RSAs is governed by, and subject to, the terms and conditions of the Investor Registration Agreement entered into between the Placement Agent and such Investor, including, without limitation, the investment limits established by the Placement Agent for such Investor, the Placement Agent's rights to terminate the offering or any Investor's registration with the Placement Agent.

The Company will be available to you to answer questions and furnish additional information

The Company will make available to you, upon request, copies of material agreements and other documents relating to the Company and will afford you the opportunity to ask questions and receive answers from the Company concerning its business and financial condition. The Company will also provide you an opportunity to meet with representatives of the Company to obtain other additional information.

Securities to be offered to investors

The offering materials being accessed by you (the "Offering Materials") on the Company's profile page (located at https://localstake.com/businesses/the-buzz-cafe-and-marketplace-llc-adrian) (the "Company Offering Profile") relate to the offer and sale of revenue sharing agreements (collectively, the "RSAs") in The Buzz Cafe and Marketplace LLC, a limited liability company organized in Michigan (the "Company"). The Company is seeking to raise up to $160,000 (the "Offering Amount") from potential investors (each, an "Investor" and collectively, the "Investors") through the offer and sale of the RSAs. The RSAs entitle investors to their pro rata share of up to 11.0% (the "Revenue Share Percentage") of the gross revenue collected by the Company each calendar month, commencing with the first full calendar month immediately following the closing (the “Closing”) of the Offering applicable to the Investor’s subscription, as defined in the Revenue Sharing Agreement, until such time as the investor has received payments totaling in the aggregate 1.6 times such investor’s original investment amount (the "Maximum Revenue Share Amount"). If the Company raises the entire Offering Amount, the Revenue Share Percentage will be 11.0%. If the Company raises less than the entire Offering Amount, the Revenue Share Percentage will be a percentage equal to the greater of 8.0% and the value determined by the following formula: ((total amount raised in this Offering/$160,000) x 11.0%).

Closing procedures for the Offering

The Offering shall be available to potential Investors until the final closing of the sale and purchase of the RSAs (the "Final Closing"), which will occur upon the earlier of (i) the date the Company has closed on the purchase and sale of RSAs for the entire Offering Amount, or (ii) the Company terminates the Offering in its sole and absolute discretion (the "Termination Date").

The RSAs are offered by the Company on a best efforts basis as specified herein. There is no aggregate minimum amount of RSAs that must be sold in the Offering, and each individual investment transaction will be closed on an Investor-by-Investor basis upon the Company’s acceptance of an Subscriber’s subscription for the RSAs by its execution of such Subscriber’s Qualified Investor Questionnaire and Subscription Agreement, and counterpart signature page to the Revenue Sharing Agreement (collectively, the "Subscription Documents") together with a form of payment as specified on the Localstake Marketplace. There is no provision for the escrow of any part of the proceeds from the sale of the RSAs prior to the termination of the Offering, and unless a Subscriber cancels their investment commitment in the RSAs within forty-eight (48) hours after the Company’s acceptance of such Subscriber’s Subscription Documents by its execution thereof, there will be no refunds of amounts tendered unless the subscription is rejected by the Company. The Company will immediately use the net proceeds of this Offering as such funds are raised.

Certain risks associated with best efforts offerings

There can be no assurances that the Company will raise the entire Offering Amount or the entire amount of any targeted amount of commitments set forth on the Company Offering Profile. Potential investors that have expressed an interest in the Offering and indicated a commitment amount may subsequently cancel their investment commitment, fail to fund all or a portion of their commitment amount, or the Company may reject all or a portion of their commitment amount. Subscribers should not place any reliance on the Company’s receipt of commitments in an amount equal to or greater than the targeted minimum amount of commitments set forth on the Company Offering Profile as an indication that the Company has or will receive such amount. Upon a Subscriber’s subscription for the RSAs becoming irrevocable as set forth herein, such Subscriber shall be required to pay his, her or its investment funds to the Company regardless of the amount of Offering proceeds received by the Company as of such date.

The Company's acceptance of investments and cancellations

The Company reserves the right to accept, through execution of a countersignature on the Subscription Documents, an Investor’s subscription for RSAs at any time prior to the Termination Date of the Offering and may reject the Subscription Documents based upon the Company’s review thereof for any reason or for no reason. Should the Company receive investment commitments for greater than the Offering Amount, the Company will determine, in its sole discretion, which subscriptions to accept up to the Offering Amount.

If the Investor has chosen to transfer their investment funds electronically, these funds will be transferred from their linked bank account as specified on the Company Offering Profile to a deposit account in the name of the Company, forty-eight (48) hours after the Company’s acceptance thereof. If the Investor has chosen another form of funds transfer, the Investor will receive a notice containing instructions for transferring funds to the deposit account in the name of the Company. Investors may cancel their investment commitment in the RSAs, using the methods made available on the Company Offering Profile, and have their investment funds returned (if applicable) for any reason up to forty-eight (48) hours after the Closing applicable to the Investor’s investment. If an Investor has not canceled his, her or its investment commitment in the RSAs prior to such deadline, the Investor’s subscription for the RSAs shall be irrevocable by the Investor, and will be documented through the receipt of an executed copy of the RSAs, which will also be recorded and maintained on the books of the Company. The Company does not intend to employ the services of a transfer agent.

Securities laws being utilized and investor qualifications

This Offering is made in reliance upon an exemption from registration under the federal Securities Act of 1933, as amended (the "Securities Act") as set forth in Sections 3(b) and 4(2) thereof and in the rules of Regulation D promulgated thereunder. Regulation D sets forth certain restrictions as to the nature of purchasers of securities offered pursuant thereto. The RSAs will be offered and sold only to persons who meet certain qualifications, including, but not limited to, being either (i) "accredited investors" ("Accredited Investors") as defined in Rule 501(a) of Regulation D promulgated by the United States Securities and Exchange Commission under the Securities Act, (ii) persons who have, either alone or with a purchaser representative, such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment, or (iii) "non-accredited investors" whose investment in the RSAs would not equal or exceed any percentage or dollar limit imposed by the registration exemption being relied upon in their state of residence ((i), (ii) and (iii) collectively referred to as the "Qualified Investors"). The minimum investment that will be accepted by the Company from a Qualified Investor is $500.

Use of proceeds in the Offering

The Company intends to use the net proceeds of this Offering for location buildout, purchasing equipment, startup development, general working capital purposes and other necessary expenditures as determined in the discretion of management of the Company, as explained in further detail on the Funding tab of the Company Offering Profile.

Fees for placement agent services

As compensation for Localstake Marketplace LLC’s services in connection with the Offering, Localstake Marketplace LLC shall be entitled to receive a placement fee paid by the Company (the "Placement Fee"). Below is a breakdown of the Gross Proceeds, estimated Placement Fee and Net Proceeds for the Offering.

  • Gross Proceeds: $160,000
  • Estimated Placement Fee: $5,400
  • Net Proceeds: $154,600
(1) Estimated placement fee payable by the Company to Localstake Marketplace LLC. The Company will pay a Placement Fee of 3.0% on all Gross Proceeds received by the Company from the sale of the RSAs in the Offering during the time period in which the offering is only available to those investors which the Company maintains a pre-existing relationship (the "Private Phase"). Thereafter, once the Offering is made available to all eligible investors on Localstake Marketplace, the Company will pay a Placement Fee of 5.0% on all Gross Proceeds received by the Company from the sale of the RSAs in the Offering. The resulting aggregate Placement Fee will be discounted by a $1,000 Offering Preparation fee paid prior to the Offering.
Subscribing for an investment and transferring funds

Investors interested in subscribing for the RSAs will be required to complete and return to the Company the Subscription Documents, as described herein. Payment of the investment amount is preferred via electronic ACH transfer, but may also be made by check or domestic wire. Instructions for each method of payment will be provided upon investment via the Company Offering Profile.

Conflicts of interest

The Company is subject to various conflicts of interest arising out of its relationships between the managers and entities under common ownership, including Treat Handcrafted Confections, LLC, with the managers working as managers of both entities. The managers have stated their intent is for Treat Handcrafted Confections, LLC to be folded into the Company once operations begin. Also, because the building that the Company will operate out of is owned by a manager of the Company and they plan to enter into a lease agreement with the Company, these conflicts will not be resolved through arms-length negotiations but through the exercise of the Manager's judgment and the Company's investment objectives and policies.

An investment in the Company involves a high degree of risk, and should be regarded as speculative. Prospective investors should carefully consider these investment risks, among others, in addition to the other information presented in the Offering Materials, in evaluating the Company for investment. The risks listed herein are not a complete list of potential risks facing the Company and it may encounter unexpected risks in the future, which, may adversely affect its performance.

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