Min/Max: $105.65 / $100,000 (in intervals of $21.13)

We Own Assets ... MISSION: "Helping our community obtain freedom through income producing assets."

1578536971 headshot jason younker 800x800
Jason Younker, Managing Member

Current Fundraise Summary

Fundraise Summary

Security Type Common equity
Investor Eligibility All Investors
Minimum Investment $106
% Offered 95.00%
Voting Rights No
Valuation $56,000

Offering Materials

There are no offering materials available for this business. Check back soon.
Form C
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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 ($70 k)

Equipment Purchase
$50,000
Description 1x Tesla at $50,000. Exact specs and pricing of the cars will depend on Tesla's current offering at time of purchase.
Timing A one-time payment when investments close.
Other
$10,030
Description Payment for the Cost of Startup Legal Costs (operating agreement, all related paperwork)
Timing A one-time payment 12 months after investments close.
Other
$5,000
Description 1x Approximate Colorado tax and registration on purchased cars.
Timing A one-time payment when investments close.
Start Up/Development
$1,200
Description 1x Initial savings account/maintenance/insurance deductible reserve.
Timing A one-time payment when investments close.
Other
$199
Description 1x memberships to AAA Roadside Premier per year per car.
Timing A one-time payment when investments close.
Marketing/Sales
$75
Description 1x Vanity License Plates for cars for marketing purposes
Timing A one-time payment when investments close.

Funding Uses for Max Raise ($1 mil)

In addition to target raise

Equipment Purchase
$650,000
Description Estimated cost for up to 13 additional Teslas, to be purchased based upon amount of capital actually raised.
Timing A one-time payment when investments close.
Other
$65,000
Description Approximate Colorado tax and registration on additional 13 purchased cars
Timing A one-time payment when investments close.
Other
$46,800
Description $300 in charging per car per month (assuming the equivalent of 1 full zero to full charge per day per car or 1 "tank of gas" per day per car) at an estimated cost of $10 per charge
Timing 12 monthly payments beginning when investments close.
Location/Buildout
$33,600
Description Parking spaces in garages or public lots in downtown Denver (~$200 per car per month)
Timing 12 monthly payments beginning when investments close.
Other
$31,200
Description Ongoing additional reserve for routine maintenance, tires, brakes, timing bars, etc. Assuming $200 per month per car.
Timing 12 monthly payments beginning when investments close.
Other
$27,300
Description Management fees for additional cars to EVwinCO, manager of EVwinCO1, at $175 per car per month.
Timing 12 monthly payments beginning when investments close.
Other
$20,000
Description Tax preparation, Investor Relations, and Cost of Distribution (expense to administer, not including any distributions); estimated cost for all vehicles over time.
Timing A one-time payment 1 month after investments close.
Marketing/Sales
$17,120
Description Facebook, Google, Instagram, other internet ads. Other marketing materials if needed.
Timing A one-time payment when investments close.
Other
$9,750
Description Annual renewal of tags, estimated $750 per year per car
Timing A one-time payment 13 months after investments close.
Other
$6,720
Description Unlimited monthly car wash passes from Car Wash Express ($39.99 each, per car, per month)
Timing 12 monthly payments beginning when investments close.
Other
$3,000
Description 1x Car insurance policy, assuming $250 per month per car. Will consider a group corporate policy if/when fleet size justifies additional premium.
Timing 12 monthly payments beginning when investments close.
Equipment Purchase
$2,589
Description Additional memberships to AAA Roadside Premier for 13 additional cars purchased
Timing A one-time payment when investments close.
Marketing/Sales
$900
Description Vanity License Plates for cars for marketing purposes for 13 additional cars purchased
Timing A one-time payment when investments close.

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

Financial projections are subject to certain risks of the business and may not be achieved. Projections only contemplate projected cash flows, are unaudited and may not be formulated in accordance with US Generally Accepted Accounting Principles. Consult the investment materials for more information on business specific risks and a discussion of the key risks that may impede the achievement of the revenue forecasts presented. There is no guarantee that an investment may achieve any level of return. Review our Risks of Investing before making an investment decision.

Current financial condition of the Company

History and Current Status

EVWINCO is the next generation of a different successful car rental business from married co-founders Jason and Tyler Younker. The name EVWINCO stands for “Electric Vehicle Win for All Collective” and is the license plate on one of their current Teslas.

In 2017, Jason was burned out on his IT career and looking for freedom. He started driving Uber in an old, paid off, VW Passat with a lot of life left in it and realized his car could be a profit center. From there, he acquired a Cadillac Escalade-Hybrid to rent out on Turo. While the venture was financially successful, it also involved more logistics continuously getting the car back and forth to the airport and frequent washing. Rentals were usually a few days at the maximum.

They decided a longer term rental was more interesting than lots of short term rentals, so they moved the cars from Turo to another platform called HyreCar, which caters to full time ride share and delivery drivers and rentals tends to be weeks or months long instead of days.

In 2017 and early 2018, they added Tyler’s Honda CRV to the mini-fleet, and started acquiring a variety of standard cars and luxury sedans and SUVs. They looked specifically for cars they personally loved driving and would want to spend multiple hours a day in, that also offered specific ways for drivers to make the most money.

During 2018, they found several reliable drivers and formed long term, private partnerships with them. One of their partners rented the Escalade for over 10 straight months. They also formed rent-to-own partnerships with great partners on cars they were ready to take out of the fleet.

In mid-2018, they added their first Tesla to the fleet on the idea that drivers would love the driving experience, and the minimal to no fuel costs would command a higher premium for the car, which proved out and they rented their first Tesla to the Escalade driver for 6 months, and later to another driver for 4 months.

In early 2019, they tried another pay-by-the-hour (Turo and HyreCar were 24 hour rentals only) platform called Getaround, which solved several problems for them and vastly improved their user experience. Getaround installs devices directly into cars that allow for contactless pickup and delivery, tracking on the cars, automatic extensions and the best insurance we’ve seen on any of the platforms. Getaround also allowed drivers to only pay for the hours they needed, and as such, the cars can be rented up to 24 hours a day at a lower overall cost to the driver (think a 2 hour or a 26 hour rental) doesn’t require 1 or 2 full days of cost.

In 2019, they moved from a suburban house to a downtown high rise building. The grocery was 2 blocks away, public transportation was everywhere, and parking was scarce and expensive. They realized in addition to ride share drivers, ordinary people who needed a car (or a second car) occasionally and without the hassle and cost of maintenance, were a great market.

Instead of simply moving their fleet downtown and carrying on business as usual, they wanted to open up a market of equity owners who would be interested in using the cars themselves, promoting them to their friends, and treating the cars like owners rather than rentals.

Currently, Jason and Tyler have 8 personally owned cars that are available on a mix of Getaround, HyreCar, and through private rental partnerships. They are highly equipped to manage a growing fleet.

Capital Structure

EVWINCO is a startup. The Younkers have contributed around $20,000 of personal funds for the Company’s formation, legal, accounting, platform and other regulatory costs. They plan to sell 95% of the company that owns the cars and run it for 5% ownership and their monthly management fee to handle everything related to caring and maintaining the cars and anything that may come up with the drivers or platform.

Future Plans

We are very excited about the future of car sharing, and the future of Tesla. Just 5-10 years ago, it was a crazy and scary thought to think about picking up strangers (Uber) or giving one the key to your house (Airbnb), we think car sharing 5-10 years from now will be just as common. We chose Teslas because of the minimal maintenance compared to gasoline powered cars (no oil changes, no radiator flushes, etc.), the incredible driving experience, and the almost cult-like following. We initially chose Getaround because of the ease of automatic tolling, comprehensive income reporting, and ability to do contactless remote handoffs to drivers. We are raising one car at a time up to the legal maximum of this offering and intend to place them in the areas where they are most profitable for shareholders.

We plan to put all the cars in this offering in the Denver/Boulder area.

If we later place cars outside of greater Denver, our first choice would be another city that allows Getaround for Uber (as of this writing: San Francisco, Los Angeles, San Diego, Philadelphia, Washington D.C., Boston, Atlanta, Seattle, and Portland OR) unless another city or platform become very compelling for strategic or financial reasons.

Please fully review our operating agreement, projected financials, and other materials provided for additional details.

Documentation

Q&A

Who are your target customers?

Investors:

- People who are interested in electric vehicle technology and want more people to have the opportunity to experience it

- People who live in densely populated areas who want access to cars on demand by the hour or day in or near their buildings

- People who like the community aspect of shared assets with a potential income component

 

Renters of the cars:

- People who don't want the hassle and cost of owning and maintaining cars and/or parking spaces

- People who want one or more cars on demand

- Environmentally conscious people 

Do you have current customers?

No, this is a new launch.

However, we product-tested the strategy on our personal cars. We have 7, including 2 Teslas (one in a private partnership and one available by the hour). Feedback is consistently positive and we are starting to see repeat customers.

What market(s) are you in?

Downtown Denver and SE Aurora - we have the 2 highest financially performing Getaround cars in the Denver area, currently both gas cars. We are working with Getaround to add Tesla as an option for Getaround for Uber to test if this is a financially sound model for the Collective.

What is your competitive advantage?

1. Speed to market - as far as we've found, there are no other fleet operators that allow both investors and rentals for any length of time.

2. Expertise - based on three years of running our own fleet, we know how to run profitable cars, which components are necessary and which are a waste of time and money, to create our ideal customer experience.

Who are your competitors?

CarShare:

Car2Go, ZipCar, and similar hourly car sharing services - they offer a similar experience of cars on demand, but not the hottest cars on the market and with no equity component.

Turo - offers by the day only, no hourly and no Uber. No options for 2 hour, or 26 hour rentals. No continuous offering in a single building.

Hertz, Enterprise, Alamo, National - no luxury cars by the hour, no equity component.

 

Uber Options:

Uber for Hertz / Fair / Avis / HyreCar - they offer cars available for Uber, but only lower end cars without either luxury features or premium service.

Other Getaround for Ubers - overwhelmingly standard cars without access to premium tiers, better tips, or equity component options. Mostly only available for weekly rental, and largely unavailable in the Denver market as of time of launch.

How do you sell your product or service?

Currently: through the Getaround platform, word of mouth, Facebook marketing, targeted Google ads. Intend to grow our Meetup, develop an ambassador program, and in the future, partner with Getaround more directly to promote this offering. We expect that as partial owners, word of mouth will also grow the usage organically as investors encourage their friends to "drive their Tesla."

How do you market your product or service?

Combination of piggyback growth on Getaround's expanding awareness and brand, direct marketing to the tenants of the building where the cars will initially be parked and tenants of those in close proximity. Direct sales efforts detailed below.

What is your product development timeline?

We're ready to go upon funding: parking spaces are identified and can be secured quickly, the initial offering will likely be 4 black on black Tesla Model 3s. Getaround is familiar with us and can get us onboarded - pictures taken and website set up, car readily available. Our legal work will be completed prior to launch. We intend to stamp this model out in major cities that Getaround has a presence, there's a demand for carsharing, and there's acceptable SuperCharging infrastructure. We are open to building our own, but prefer not to.

Provide us with some background on your products and services.


Our model is pretty simple: we think downtown parking is overpriced and car ownership is stressful. By hugely reducing this cost center in people's budget to an hourly or daily as needed service, we intend to revolutionize the way people think about mobility.

Our personal Tesla is listed below; the EVwinCo experience will be very similar.

Provide detail on your hiring plans

Initially none - if situation warrants, we may hire one person to service cars (recharging, assisting stranded passengers, or whatever else may come up). We (Jason and Tyler) have gotten extremely good at predicting what might come up and proactively dealing with it. Additionally, we live in downtown Denver and are nearby to troubleshoot.

What is the composition of your current team?

Jason Younker - Chief Visionary Officer

Tyler Younker - Chief Executive Officer (see both management bios for background and qualifications)

Team

1578536971 headshot jason younker 800x800

Jason Younker

Chief Visionary Officer

Jason Younker is the Chief Visionary Officer (CVO) of EVwinCO and co-founder of its founding company We Own Assets, LLC, where he develops the firm’s industry disruptive ideas, operational management, and technical infrastructure. EVwinCO (Electric Vehicle Win for All Collective), is the next generation of another successful entrepreneurial effort owning and managing a pool of income producing cars. The collective / shared business model is for anybody who wants to access their assets when they need to and use them to share with others and produce income when they don't.

Prior to founding EVwinCO, Jason had a successful, increasingly responsible 20 year IT career in network and telecom operations and engineering.

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Tyler H Younker

CEO

Tyler Younker is the CEO of EVwinCO and co-founder of its founding company We Own Assets, LLC, where she leads the firm’s strategy, development, infrastructure, and fundraising. Prior to WOA, she lead product market and development efforts for boutique private equity firms, wholesaled for leading financial institutions, and was a political fundraiser and strategist. Her efforts have directly lead to over $3 billion in institutional sales closed. Additionally, she has streamlined organizations and aligned people with their best and most satisfying jobs.

Tyler is a leader in community, public policy and charitable efforts. She has received numerous awards from Junior Achievement, Toastmasters, Leadership Program of the Rockies, and other organizations. She holds the designations Chartered Life Underwriter (CLU), Chartered Financial Consultant (ChFC) and Chartered Retirement Plan Counselor (CRPC). She has a BA from The Ohio State University and an MS in Financial Services from The American College.

Missing

Elizabeth Vonne

Service Provider

Counsel, Davis Graham & Stubbs

Missing

Trent Martinet

Service Provider

Counsel, Davis Graham & Stubbs

Missing

Ryan Schellhous

Service Provider

CPA, Financial Certification

About EVwinCO 001 (Denver)

Entity We Own Assets, LLC - EVwinCO 1 PS
Entity Type LLC
State Organized Colorado
Founded June 2019
Employees 2
Social Media
Website

Headquarters

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Risks & Disclosures

Limited operating history

The Company was founded in June 2019, is an early stage company with limited operating history upon which to evaluate its business and has generated limited 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 early stage 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 services;
  • introduction or enhancement of services by the Company and its competitors;
  • actual capital expenditures required to bring the Company's services to market;
  • price reductions by the Company or its competitors or changes in how 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.

No assurances of sufficient financing; Additional capital may be required

Although the Company believes the proceeds of this Offering 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.

Competition from other businesses

The Company will compete in a competitive market with several established car sharing services, along with traditional transportation options and alternatives such as Uber and Lyft. The Company expects competition to increase in the future. If and when the Company expands the scope of its service offerings, it may compete with a greater number of companies across a wider range of 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.

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.

Regulatory environment and changes may adversely affect the Company

The Company operates in a highly regulated environment, and is subject to a comprehensive statutory and regulatory regime as well as oversight by governmental agencies and self-regulatory organizations. Federal and state laws, regulations and policies concerning the Company's industry may heavily influence the market for the Company's services. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and reputational damage, which could have a material adverse effect on the Company's business, financial condition and results of operations. Although the Company will have policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. If violations do occur, they could damage the Company's reputation and increase its legal and compliance costs, and ultimately adversely impact the Company's results of operations. Laws, regulations or policies currently affecting the Company may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, the Company's business may also be adversely affected by future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement. A change in the current regulatory environment could make it more difficult or costly for the Company to operate as currently anticipated. The Company cannot predict how changes in regulation or other industry changes will affect the market for the Company's service offerings.

Need to establish new and maintain existing customer relationships

The market for the Company's services is rapidly evolving. The Company is unable to predict whether its planned services will continue to satisfy customer demands or if they will be supplanted by new services. To date, the Company has developed limited 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.

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

The Company is exposed to the risk that fraud or other misconduct could occur by management of the Company or through the key partnership with Getaround. Misconduct by employees or key partners 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.

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.

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.

The taxable classification of the Company could be challenged by the IRS

The availability of certain tax benefits of investing in the Company depends upon the classification of the Company as a limited liability company taxable as a partnership, rather than as an "association taxable as a corporation" for federal income tax purposes. The IRS may, on audit, determine that for tax purposes the Company is an association taxable as a corporation, which would result in adverse consequences to the investors and the Company.

The Company could be audited by the IRS

If the IRS audits the tax return of the Company for any year, such audit could result in a delay in the final determination of each Member's tax liability for the year in question. Also, any audit of such returns is likely to result in an audit of each Member's individual tax return and could also result in an adjustment of non-Company as well as Company items on a Member's income tax return. In the event of any disallowance or challenges by the IRS in connection with an audit of a Member's tax return (of any Company or non-Company item), the cost of litigation or negotiation relating to the challenge or disallowance must be borne by such Member.

Certain actions by members could result in the loss of the limited liability protections of the Company

The liability of each Member will be limited assuming compliance with the laws of each jurisdiction where the Company operates and assuming compliance with the Operating Agreement and applicable formative and qualification requirements in Colorado. However, if a Member participates in the control of the business of the Company, such Member may be held liable for Company obligations to the same extent as a Manager.

Rights to participate in management

Members will have limited to no right, power or authority to participate in the ordinary and routine management of Company affairs or to exercise any control over the decisions of the Company. The Operating Agreement provides management with the exclusive right to manage, control and operate the day-to-day affairs and business of the Company and to make all decisions relating thereto, and will have full, complete and exclusive discretion with respect to all such matters. Accordingly, no prospective investor should purchase any Units unless such prospective investor is willing to entrust all aspects of management of the Company to the management team.

The Company relies on third parties to provide primary technology and merchant services

The Company currently relies on third parties to provide the backbone of its technology and merchant services. Getaround is a key partner that provides the technology platform by which the Company operates its carsharing business. Any disruptions to these third-party services might cause system interruptions and delays and loss of critical data and could diminish the Company's reputation and brand name.

No market; Lack of liquidity

There currently is no public or other trading market for the Units being offered or any other securities of the Company and there can be no assurance that any market may ever exist for the Units 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 Units being offered or any other securities under the Securities Act or any state securities laws. Investors should be prepared to hold their Units for an indefinite period.

Restrictions on transferability

The Units 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). As a result, the Units are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Units during the one-year period beginning when the Units were issued, unless the Units are transferred (i) to the Company; (ii) to an Accredited Investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. The term "member of the family of the Investor or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Investor, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse. In addition, there is no market for the Units being offered and the Company does not expect that any market will be developed in the foreseeable future.

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

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.

Future changes in federal tax legislation or regulations could adversely affect the Company

Under current Treasury Department regulations and based upon the terms of the Operating Agreement, the Company will be classified as a partnership for federal income tax purposes. Investors should recognize that the present federal income tax treatment of a Member in a limited liability company may be modified at any time by legislative changes in the federal income tax laws, administrative changes in regulations, administrative interpretations by the IRS or judicial action and that any such action could adversely affect an investment in the Company. If the Company is treated as an organization taxable as a corporation, the Company would be required to pay tax at corporate rates upon its profits and distributions to the Members would be taxable to them as dividends to the extent of the Company's current and accumulated earnings and profits; such distributions would not be deductible by the Company. Furthermore, if the IRS audits the Company, it may seek to allocate the profits and losses of the Company in a manner less favorable to the Members than that which is set forth in the Operating Agreement.

The Company may cause a member to incur tax liability without making any cash distributions to its members

Each Member is required to report on his, her or its federal income tax return such Member's allocable share (usually as determined by the Operating Agreement) of the income, gain, loss and deductions of the Company whether or not any actual cash distribution is made to such Member during such Member's taxable year. Prior to the disposition of the Units, a Member will only be allowed to use such Member's share of the Company's losses, if any, to offset income from other passive activities or to carry over the losses (subject to any adjustments) to apply against passive income or gains in future years.

To the extent the Company does not distribute cash in an amount sufficient to enable a Member to satisfy the tax obligation attributable to such Member's share of the Company's taxable income or capital gain for a given year, the Member will have to pay the tax attributable to such Member's share of such taxable income or capital gain using other sources of cash. In addition, a Member may experience a gain resulting from the disposition of such Member's Units or from a disposition by the Company of some or all of its assets (whether by sale, exchange, forfeiture or foreclosure) even though no cash (or an amount of cash less than the amount of tax) is realized on the disposition. In such circumstances the affected Member may experience an out of pocket cost to the extent that the tax on such gain exceeds the cash, if any, realized.

Purchase price of the Units may not reflect the value of the Units

The offering price of the Units has been established by the management of the Company and is not necessarily indicative of the value of the Units or the Company's asset value, net worth, or other criteria of value. There can be no assurance that this price accurately reflects the current value of the Units.

Potential for dilution

The issuance or sale of additional Units or other equity securities of the Company in connection with acquisitions, additional rounds of equity financing or the issuance of incentive units of the Company to employees or others will have a dilutive effect on existing Members of the Company. As a result, the percentage ownership of a Member and/or such Member's economic interest in the Company may be reduced in the future. In addition, subsequent investors may demand and receive terms and rights more favorable than the terms of the Units in this Offering.

Investor's ability to withdraw their capital contributions is limited

Members may not withdraw their capital contributions, except upon dissolution of the Company or as otherwise provided in the Company's Operating Agreement or as required by Colorado state law. Otherwise, Members will be entitled to receive a return of their capital contributions only through distributions in accordance with the Operating Agreement. The only sources of funds for the repayment of Members' capital contributions is from revenue received from the operations of the Company or through the sale or acquisition of the Company. In the event that the Company does not generate sufficient cash flow, the Members will not receive a return of their capital contributions.

Additional corporate actions may have a negative impact on Investors

Approval of the Shareholders is not required in order for the Company to issue additional shares or enter into any other material transactions. In addition to the issuance of additional shares, if the Company were to repurchase securities and there were fewer shares of common stock outstanding, the Company may not have enough cash available for marketing expenses, growth, or operating expenses to reach its goals. If the Company does not have enough cash to operate and grow, it is anticipated that the market price of the Units would decline. A sale of the Company or of the assets of the Company may result in an entire loss of your investment. The Company cannot predict the market value of the Company or of its assets, and the proceeds of a sale may not be cash, but instead, unmarketable securities, or an assumption of liabilities. The Company currently has negative net worth (liabilities exceed assets) and it is unlikely that in the near term, a sale would result in a premium that is significant enough over book value to generate a return to Investors.

The terms of the Units may be amended without the consent of the Investor

Any term of the Units may be amended or waived with the written consent of the Company, the Administrative Agent and the Investor. In addition, any term of the Units may be amended or waived with the written consent of the Company, the Administrative Agent and Investors holding at least fifty percent (50%) of the outstanding principal amount of all Units issued. Such an amendment would be effective to, and binding against all Investors in the Units. As such, the Investor should be aware that it is possible for the Units to be amended without their consent.

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 Units and they are urged to consult their own tax advisor to determine the state and local income tax consequences of investing in the Units. Depending upon applicable state and local laws, tax benefits that are available for federal income tax purposes may not be available to Investors for state and local income tax purposes. The Offering Materials make no attempt to summarize the state and local tax consequences to potential investors.

General tax considerations

Investors in the Units are urged to consult their tax advisors concerning the federal, state, local and foreign income tax consequences of acquiring, owning, and disposing of, the Units 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 Units 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 Units. 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 Units 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 Units 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.

Tax treatment of Investors in the Units

The Company will be classified as a partnership for federal tax purposes. The Company itself will not be subject to federal income tax, although it is possible that the Company would be subject to income tax in one or more state or local tax jurisdictions. Instead, each Member will be required to report on such Member's own income tax return the Member's share of the Company's income, gains, losses, deductions, tax credits, and tax preferences.

In determining the federal income tax liability of a Member as a consequence of the Member's investment in the Company, the following principles will apply in the order summarized below:

(a) The allocation provisions contained in the Operating Agreement will determine each Member's share of the items of profits and losses of the Company for tax purposes to the extent that such allocations have substantial economic effect or are otherwise in accordance with the Member's Interest in the Company;

(b) Each Member's tax basis in the Member's Units must equal or exceed the amount of losses allocated to the Member, net of profits so allocated, and cash distributed to such Member; and

(c) Each Member's amount "at risk" in the Member's Units must equal or exceed the amount of losses allocated to the Member, net of profits so allocated, and cash distributed to the Member.

In addition to and after satisfying the foregoing principles, the ability of a specific Member to take advantage of any losses or deductions allocated to the Member with respect to such Member's Units may be limited by the passive loss and passive credit limitations described in the "Limitations on Losses from Passive Activities" section.

Cash or other property received by a Member from the Company generally will not cause recognition of income for tax purposes by the Member but will reduce such Member's basis and amount "at-risk" in the Member's Units by the cash or the Company's basis in other property received by the Member. A distribution of cash and generally marketable securities in excess of a Member's adjusted basis in the Member's Units prior to the distribution will result in the recognition of taxable income to the extent of the excess. Any such taxable income generally will be treated as capital gain.

Each Member will be allocated a share of profits and/or losses for tax purposes. It is possible that the Company will not be able to distribute sufficient funds to the Members to enable them to meet their tax obligations attributable to profits for tax purposes.

Tax basis for the Units

A Member's tax basis for the Member's Units generally will be equal to the Member's Capital Contribution plus the Member's share of the Company's liabilities. From time to time, such tax basis will be (a) increased by the amount of profits for tax purposes allocated to the Member, and (b) decreased by distributions and the amount of losses for tax purposes allocated to the Member, and (c) increased or decreased by changes in liabilities.

Each Member may deduct, on the Member's own federal income tax return, the Member's share of the Company's losses for tax purposes, if any, to the extent that the Member has tax basis in the Member's Units, subject to other limitations discussed in this section. Any tax losses in excess of a Member's tax basis may be carried over indefinitely and may be deducted in future years to the extent otherwise allowable and to the extent that the Member's basis has increased above zero. See "Tax Treatment of Holders of Units ," "Application of At-Risk Limitations" and "Limitations on Losses from Passive Activities" for other limitations on the amount of losses that may be claimed by an investor in the Units.

Application of at-risk limitations

Code Section 465 provides that the amount of any losses (otherwise allowable for the year in question) that may be deducted by an individual or a "closely held corporation" (i.e., generally a C corporation in which five or fewer shareholders directly or indirectly own more than 50% of the stock) other than a leasing company, in connection with activities that are part of a trade or business or that are engaged in for the production of income, cannot exceed the aggregate amount with respect to which such taxpayer is "at risk" in such activity at the close of the tax year. In the case of a partnership engaged in such activities, the limitations apply to each partner who is an individual, trust, estate or "closely held corporation."

A Member generally will be considered "at risk" to the extent of the cash and adjusted basis of other property contributed to the Company, as well as any liabilities with respect to which such Member is personally liable for payment from the Member's assets.

If at the end of a taxable year a Member's amount "at risk" has been reduced below zero, the deficit amount "at risk" is recaptured and must be included in gross income in that year. The amount recaptured is treated in future years as if it were a deduction suspended by the "at risk" provisions. To the extent that a Member's amount "at risk" is increased above zero in a subsequent year, this additional deduction may be allowable at such time.

Limitations on losses from passive activities

The following is a general discussion of certain limitations on losses from passive activities, applicable to individual and other non-corporate investors. However, the manner in which the limitations on losses from passive activities will apply to any particular Member may differ because they are applied at the Member (rather than the Company) level and will depend on the particular circumstances of each Member. Each potential investor is strongly advised to consult its own tax advisor regarding the effect of the limitation on the allowance of passive losses on its specific situation.

Code Section 469 imposes limits on the ability of taxpayers to use losses and tax credits from certain "passive activities" to offset taxable income and tax liability arising from non-passive sources. A passive activity generally includes (a) one which involves the conduct of a trade or business in which the taxpayer does not materially participate, or (b) any rental activity. A Member generally will be treated as materially participating in the Company's activities if the Member is involved in the operations of the Company on a regular, continuous and substantial basis. Code Section 469 and the regulations thereunder contain specific provisions that further clarify the definition "material participation." To the extent a Member is considered a limited partner for tax purposes, Code Section 469 provides that such Member generally will be deemed not to materially participate in the Company's activities, subject to certain exceptions. Because the determination of whether a Member will be treated as a limited partner and application of the other material participation standards for tax purposes will depend upon the unique circumstances of each Member, each Member must consult its own tax advisor regarding whether the Member will be treated as materially participating in the activities of the Company.

To the extent that a Member's aggregate losses from all passive activities exceed the Member's aggregate income from all such activities in a given taxable year, the Member has a "passive activity loss" for such year. Such a loss may be carried forward to successive taxable years until fully utilized against income from passive activities in such years; however, such losses may not be carried back to prior years.

When a Member disposes of the Member's entire interest in a passive activity in a transaction in which all of the gain or loss realized on such disposition is recognized, any loss from that activity that was disallowed by these passive loss rules will cease to be treated as a passive loss and any loss on such disposition will not be treated as arising from a passive activity.

Sales or exchanges of the Units

A Member may not be able to sell the Member's Units because it is not anticipated that a public trading market in the Units will develop. Any gain realized with respect to a sale of Units by a Member who holds such Units as a capital asset generally will be capital gain, except to the extent the gain is allocable to "unrealized receivables" or "inventory items" as such terms are defined in Code Section 751. See, however, "Limitations on Losses from Passive Activities" regarding the allowance of previously suspended passive activity losses and passive activity credits upon the disposition of all of a Member's Units.

Dissolution and liquidation of the Company

Generally, upon liquidation or dissolution of the Company, a Member will recognize income only to the extent that the sum of the cash and marketable securities (subject to certain exceptions set forth in Code Section 731) distributed to the Member and the Member's proportionate share of any then existing liabilities of the Company which are deemed relieved, including nonrecourse liabilities, exceeds the Member's adjusted basis in the Member's Units at the time of distribution.

Elections

The Code permits an entity taxed as a partnership to elect to adjust the basis of the entity's property on the transfer of an interest in such entity by sale or exchange or on the death of a person who holds an interest in such entity and on the distribution of property by the entity to a person (referred to as a "Section 754 election"). The general effect of such an election by the Company is that transferees of Units are treated, for purposes of depreciation and taxable gain, as though they had acquired a direct interest in the Company's assets. The Company intends to make a Section 754 election where such election is, in the Managers' opinion, beneficial to the Members.

The Company also may make various elections for federal income tax reporting purposes that could result in various items of income, gain, loss, deduction or credit being treated differently for tax purposes than for accounting purposes.

Company tax returns and tax information

The Code requires that the tax treatment of the Company items be determined at the Company level, rather than in separate proceedings with the Members. Thus, the availability and amount of tax deductions taken by the Company will depend not only on the general legal principles discussed herein, but also upon various determinations of the Manager. Such determinations are subject to challenge by the IRS on factual or other grounds.

Under the procedures described above, each Member is required to treat Company items on the Member's return consistently with the treatment on the Company's return. Where such treatment is inconsistent, a statement must be filed by the Member identifying the inconsistency. If the consistency requirement is not satisfied, the IRS may assess a deficiency against the Member before audit proceedings are completed at the Company level.

Under the Code, a Member of the Company is to be designated as the "tax matters partner," and in the absence of such designation, the Member with the largest profits interest in the Company at the end of the year involved will be the "tax matters partner" (the "TMM"). The TMM is responsible for protecting the interests of the Company in the audit process. For example, the TMM is given the right, on behalf of the Company, to determine whether to challenge a final partnership administrative adjustment proposed by the IRS by initiating an action in the Tax Court, a federal district court, or the Claims Court. If the TMM determines not to challenge such administrative adjustment, a notice member or a notice group (as defined in the Code) may challenge it.

The TMM will have the authority and the responsibilities delegated and imposed under the Code. The Code gives the TMM the discretion to file suit in the Tax Court, a federal district court, or the Claims Court. Thus it is possible, although unlikely, that Members might be obligated to pay their shares of a tax deficiency prior to final judicial review in order for the Company to gain access to a forum believed to be more favorable to its position.

The procedures regarding the audit of limited liability companies are complex and cannot be described completely herein. Each Member is urged to seek the advice of his individual tax advisor with respect to those audit provisions.

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 Units. 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.

An investment in the Units 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 Units 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 Units is appropriate.

The Units have not been registered under the Securities Act

The Units 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). The investment contemplated by the Units 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 Units 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 Units and no such market is expected to develop

The Units are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Units during the one-year period beginning when the Units were issued, unless the Units are transferred (i) to the Company; (ii) to an Accredited Investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (iii) as part of an offering registered with the SEC; or (iv) to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstance. The term "member of the family of the Investor or the equivalent" includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Investor, and includes adoptive relationships. The term "spousal equivalent" means a cohabitant occupying a relationship generally equivalent to that of a spouse. 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 Units 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 Units. 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 Units 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 Units are fully set forth in the Operating Agreement

The terms, conditions and restrictions of the Units are fully set forth in the Operating 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 Operating Agreement. In the event that any of the terms, conditions, or other provisions of the Operating 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 Units 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 Units 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/evwinco-1) (the "Company Offering Profile") relate to the offer and sale of common units (collectively, the "Units") in We Own Assets, LLC - EVwinCO 1 PS, a limited liability company organized in Colorado (the "Company"). The Company is seeking to raise between a minimum of $70,003.69 (the "Minimum Offering Amount") and a maximum of $1,069,980.94 (the "Maximum Offering Amount") from potential investors (each, an "Investor" and collectively, the "Investors") through the offer and sale of the Units. The Company is offering up to 50,638 Units in the Offering, at a price of $21.13 per Unit. Investors will become Members of the Company and will have the rights and obligations set forth in the Operating Agreement, a copy of which is provided in the Offering Materials. For a detailed summary of the Offering and the Units, see the Term Sheet included in the Offering Materials.

Closing procedures for the Offering

The Offering shall be available to potential Investors until the final closing of the sale and purchase of the Units (the "Final Closing"), which will occur upon the earlier of (i) the date the Company has closed on the purchase and sale of Units for the Maximum Offering Amount, (ii) April 30th, 2021 at 11:59 PM EDT, or (iii) the Company terminates the Offering in its sole and absolute discretion (the "Termination Date"). The Units are offered by the Company on a best efforts, minimum-maximum basis as specified herein. As such, the Offering is contingent upon the Company's receipt of the Minimum Offering Amount, prior to the Termination Date. All funds received from Investors will be held in an escrow account (the "Escrow Account") established with Kingdom Trust Company (the "Escrow Agent") until the Minimum Offering Amount has been satisfied. Once the Minimum Offering Amount has been received by the Escrow Agent in the Escrow Account, pursuant to the terms of the Escrow Agreement and provided that i) the Company has provided advance written notice to Investors of at least five (5) business days, ii) the Offering has been available on the Company Offering Profile for a minimum of twenty-one (21) days, iii) there has been no material change that would require an extension of the Offering and reconfirmation of the investment commitment, and iv) the Escrow Account continues to meet the Minimum Offering Amount at the end of the five business day period after Investors have been notified of the closing, the Escrow Agent will initiate the transfer of Investor funds (net of the placement fee to be paid to the placement agent, Localstake Marketplace LLC (the "Placement Agent"), on such amounts) from the Escrow Account to a deposit account maintained by the Company (the "Initial Closing"), which funds shall constitute net proceeds usable by the Company for the purposes outlined in the Offering Materials. After the Initial Closing, additional Investor funds will be held in the Escrow Account until, and at such time as, the Placement Agent chooses to, in its sole discretion, direct the Escrow Agent to release the additional Investor funds, (each a "Closing"), to be facilitated using the same procedures identified herein for the Initial Closing. The Company will continue to accept investment commitments up until the occurrence of the Final Closing. If the Minimum Offering Amount has not been received by the Company into the Escrow Account prior to the Termination Date of the Offering, no Units will be sold in the Offering, and the Offering will not be consummated. All investment commitments will be cancelled and the Escrow Agent will initiate a return of any Investor funds deposited in the Escrow Account to such Investors within ten (10) business days. Investor funds will not earn interest while in escrow and no interest will be returned with Investor funds if the Offering is not consummated. Any Units subscribed for by control persons of the Company or the Placement Agent (or their affiliates) will not be counted in determining whether the Minimum Offering Amount has been satisfied.

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 Units 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 Units, 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 Units prior to such deadline, the Investor's subscription for the Units shall be irrevocable by the Investor, and will be documented through the receipt of an executed copy of the Units, 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 Section 4(a)(6) and in accordance with Section 4A and Regulation Crowdfunding (Section 227.100 et seq.). Regulation Crowdfunding sets forth certain statutory investment limitations for purchasers of securities offered pursuant thereto. The Units will be offered and sold only to persons whose investment in the Units, together with any other investments made in any Regulation Crowdfunding offering during the 12-month period preceding the date of such transaction, does not exceed: (i) the greater of $2,200 or 5 percent of the lesser of the investor's annual income or net worth if either the investor's annual income or net worth is less than $107,000; or (ii) 10 percent of the lesser of the investor's annual income or net worth, not to exceed an amount sold of $107,000, if both the investor's annual income and net worth are equal to or more than $107,000 ((i) and (ii) collectively referred to as the "Qualified Investors"). The minimum investment that will be accepted by the Company from a Qualified Investor is $105.65.

Use of proceeds in the Offering

The Company intends to use the net proceeds of this Offering for purchasing equipment, marketing and sales, startup development, payments to principals, and location buildout, as explained in further detail on the Funding tab of the Company Offering Profile.

Subscribing for an investment and transferring funds

Investors interested in subscribing for the Units 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 in limited circumstances. Instructions for each method of payment will be provided upon investment via 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.

For Minimum Offering Amount
  • Gross Proceeds: $70,003.69
  • Estimated Placement Fee: $3,500.18
  • Net Proceeds: $66,503.51
For Maximum Offering Amount
  • Gross Proceeds: $1,069,980.94
  • Estimated Placement Fee: $53,499.05
  • Net Proceeds: $1,016,481.89
(1) Estimated placement fee payable by the Company to Localstake Marketplace LLC. The Company will pay a Placement Fee of 5.0% on all Gross Proceeds received by the Company from the sale of the Units in the Offering. The resulting aggregate Placement Fee does not include a $1,000 Offering Preparation fee paid prior to the Offering.
Ongoing reporting requirements

In addition to the Information Rights provided to investors under the Units, the Company will file a report electronically with the SEC annually and post the report on its website, no later than 120 days after the end of each fiscal year covered by the report. Once posted, the annual report may be found on the Company’s website at: http://EVwin.CO/investor_reports

The Company must continue to comply with the ongoing reporting requirements until:

1. the Company is required to file reports under Section 13(a) or Section 15(d) of the Exchange Act;

2. the Company has filed at least one annual report pursuant to Regulation Crowdfunding and has fewer than 300 holders of record and has total assets that do not exceed $10,000,000;

3. the Company has filed at least three annual reports pursuant to Regulation Crowdfunding;

4. the Company or another party repurchases all of the Units issued in this Offering; or

5. the Company liquidates or dissolves its business in accordance with state law.

Material changes to the Offering

Should a material change be made by the Company to the Offering Materials, including, but not limited to a change to the Termination Date or the Offering Amount, the Company will provide to all Investors who have made investment commitments notice of the material change. If the Investor does not reconfirm his or her investment commitment within five (5) business days of receipt of such notice, the Investor's investment commitment will be cancelled and the Investor will receive a notification verifying that the investment commitment was cancelled, the reason for the cancellation and the refund amount that the Investor should expect to receive. The Escrow Agent will initiate a return of the Investor's funds deposited in the Escrow Account to such Investor within ten (10) business days.

Conflicts of interest
The Company is subject to various conflicts of interest arising out of its relationships with the Manager and their affiliates, including a) We Own Assets, LLC (a Delaware Series/Master LLC) owned by b) Shifted Paradigm Ventures, Inc. (Jason & Tyler Younker are 50/50 partners of the Wyoming statutory close corporation), and c) EVwinCO 1, PBC, (a Colorado Public Benefit Corporation) which is owned by We Own Assets, LLC and is the Manager of the Company. The Company and the Manager are under common ownership, with the Manager acting as the Manager of both entities. Because the Company was organized by the Manager, 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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