Incolo was created to help founders build successful startup businesses. You can take part in the collective success.

Why you might consider investing in us...

  1. Outcomes Focused: We have already had 1 founder exit after going through our programs
  2. Growth Oriented: $1.3M+ in equity rights, 720% in revenue growth during 2020
  3. People Driven: Join some of our current investors such as Dr. Shante' Williams (Capital Activist, Angel, VC, Author, Founder), Mac Lackey (Angel & 6 Exit Founder), and William Bissett (Angel, Fund Manager, and Host of Charlotte Angel Connection)
  4. Experienced Team: We have invested in over 150 private businesses & exited several
  5. Broad Opportunity: Investing in us is like investing in many of the companies we work with

Together we hope to make a difference by increasing the success rate of the entrepreneurs in our backyards.

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Will McGuire, Founder & CEO

Financial Summary

Previous Fundraise Summary

Security Type Convertible Note
Investor Eligibility All Investors
Minimum Investment $100
Interest Rate 8.00%
Term 3 years
Discount 0
Valuation Cap $8,200,000
Form C
Related Links

Investment Perks

Pitch Deck

Financials

Current financial condition of the Company

We started in 2019 by meeting 1 on 1 with founders to find out what they needed. That helped us build our model by founders for founders. Then we started primarily selling through partner channels in early 2020 generating nearly two-thirds of our $36K in revenue during the pandemic starting in the 2nd part of the year. As of March 15, 2021, the Company had $6,500 of working capital plus $18.5K in contract revenue, plus another $32K in highly likely to close pipeline. The Company has relied on funds received from its founder, small business loans, revolving debt from the founder, approximately $73,500 of investment (equity and convertible debt), We will use the funding from this raise to aggressively pursue sales while enhancing our product offerings to better serve the market and monetize more opportunities. We also intend to hire 2 more team members in 2021.

Documentation

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.

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 ($57 k)

Hiring
$26,000
Description 6 team members focused on the growth and success of the Startup Platform for all Founders
Timing A one-time payment when investments close.
Other
$16,250
Description Legal, Tax, & Accounting costs for maintenance of our 2 entities + some R&D entity structuring.
Timing A one-time payment when investments close.
Marketing/Sales
$10,000
Description Cross promoted marketing channels, community building, and educational events have been critical to our 260% YoY growth. Concentrated effort of scaling these efforts aims to grow our value through the connect communities of founders and partners we serve.
Timing 2 monthly payments beginning when investments close.

Funding Uses for Max Raise ($250 k)

In addition to target raise

Hiring
$130,000
Description 6 team members focused on the growth and success of the Startup Platform for all Founders
Timing 5 monthly payments beginning when investments close.
Start Up/Development
$24,000
Description Capitalize on boon, Inc. operational opportunities identified during the recent acquisition December 31, 2020.
Timing 6 monthly payments beginning 6 months after investments close.
Marketing/Sales
$20,000
Description Cross promoted marketing channels, community building, and educational events have been critical to our 260% YoY growth. Concentrated effort of scaling these efforts aims to grow our value through the connect communities of founders and partners we serve.
Timing 4 monthly payments beginning when investments close.
Other
$16,250
Description Legal, Tax, & Accounting costs for maintenance of our 2 entities + some R&D entity structuring.
Timing A one-time payment when investments close.

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

$1,156,937 from Other Financings

Outside Investors (Equity)
$1,070,000 (planned)
Source Outside Investors
Structure Equity
Planned Close March 16, 2022
Outside Investors (Debt)
$48,500
Source Outside Investors
Structure Debt
Date Closed December 31, 2020
Outside Investors (Equity)
$25,000
Source Outside Investors
Structure Equity
Date Closed April 22, 2019
Founders (Equity)
$13,437
Source Founders
Structure Equity
Date Closed March 31, 2019

Q&A

Who are your target customers?

We focus on “founders” at the early stages of their company and are industry agnostic. More specifically today, we target startups at the capitalization and growth phases.  Although we can help founders with just an idea, our target customer would typically have a company formed with initial diligence on their market opportunity, product/service, and are directionally focused. In some cases, especially for software and tech-focused companies, they have at least a few customers and revenue. They likely have startup capital from the founder or friends and family or other initial seed capital.  We have worked with founders at the Series A stage and serial entrepreneurs.

Do you have current customers?

We currently have 60+ founders in various stages of their Incolo Journey.

  • There are 25+ paying founders in The FENX community
  • We've served 23 companies through "Launch" representing revenue and/or equity/warrants in their businesses
  • We have 2 startups in the Boon Marketplace Accelerator

 

We also have a mutually beneficial partner entrepreneurial group relationship.  They pay us to train their founders on Investability Readiness which helps increase economic development within the region whether these founders raise capital or not.

Investable = People would want to invest money in the company even if they don’t have a round open.

What is your current customer pipeline?

Partners drive a significant portion of our customer base.  The number of founders and their business's we can serve could have amazing impact for founder/partner/community access to returns.  

  • Our lead gen pipeline consists of 260 potential partner channels.
  • Our current pipeline as of May 1, 2021 consists of 11 industry partners representing a direct pipeline of
    • 4 Runway Opportunities ($1K each with a path to Launch or FENX) 
      Note: We rolled out Runway May 1st and secured our 1st founder client May 10th.
    • 12 "Launch" Opportunities (~$5k/each + overall ~$250k warrant value)
    • 1,000+ FENX Opportunities ongoing monthly (rev share)
  • Our direct pipeline has >35 Launch opportunities (as of May 1, 2021) in stages of potential closing with Launch within 6 months (representing a pipeline value of $175k+ in fees and $1M+ in equity/warrants).
What market(s) are you in?

Our primary market is the startup community.  Our immediate market are startups based or connected to North Carolina.

  • We've identified 260 potential partner channels (accelerators, VCs, Angel Groups, Co-working spaces, and other entrepreneurial groups) with access to thousands of founders' startups who match the customer persona we serve.  Most importantly, our Runway and Launch offerings can generate revenue for these partners and/or address many of their pain points for founders they serve.
  • In North Carolina, there was $1.5B in venture funding and ~$2.5B in loans under $100K, and >150K businesses with 1-20 employees.
  • With the rise of Google, Fujifilm Diosynth, Apple, and other large companies setting up or expanding operations in North Carolina, it increases the number of potential startups being created from the volume of people and talent moving to this area.
  • Nationally, there are 30.2 million small businesses in the US in 2019; the venture industry deployed over $135B in capital. 
    • While we don't view the Serviceable Obtainable Market (SOM) potential as linear as saying 'if we capture 1% of this market it would generated $300M in revenue on just 1 of our offerings,' it is interesting data for us to explore future downstream opportunities with other partner channels who could benefit from Runway, Launch, or FENX.
What is your competitive advantage?

We have developed a model which attracts an index of top founders (talent) connected to NC.  We are then able to leverage our offerings, Runway, Launch, and FENX to create mutually beneficial relationships for the founders who pay us and the community of talent we attract who are incentivized to help those founders scale.

The Flywheel of Runway & Launch with FENX as the community platform is monetized throughout. By having an accessible platform for all founders, our advantage is founder self-selection. There are rarely any founders that "don't" meet our qualifications leading to a larger community that is driven for success. As they self-select, they continue on their journey and keep the flywheel going - entry through exit to (re)investment.

Who are your competitors?

Our primary competitors are accelerators and other similar programs serving the early stage founder community.

  • However, accelerators have invited us in to train their founders on 'investability' & new funding models
  • We have capabilities to serve both the 96% of businesses that do not get accepted or fit into an accelerator program as well as add value to the 4% who do while improving outcomes for other accelerators
  • We provide onramps and offramps from those programs so we act as “co-opetitive”
  • In North Carolina, our immediate addressable market accelerators, received on average 594 applications for just 9.6 spots each.
  • Though it may be viewed as competitive, we desire to work alongside vision-aligned traditional capital

So while these programs have scarce acceptance, Incolo intends to fill the gaps of an early stage founders journey by providing a comprehensive platform to advance their business. In doing so, Incolo becomes a cooperative partner for the entire funding ecosystem providing both onramps and offramps to and from our Traction Studio.

 

Additionally, groups who may be seen as competitive may become channel partners.

  • We help improve VC and Angel opportunities as founders that leverage the Incolo Traction Studio have objective data around key criteria investing groups use during their vetting. 
  • Additionally, those groups are turning more and more towards Regulation Crowdfunding to help achieve more value for their LP’s and leverage Incolo to help create those opportunities.

Gallery

How do you sell your product or service?

Our goal to support founders throughout the capitalization and growth stages of their business is served in two ways:

  1. Digitally distributed content (ie. online courses)
  2. White glove consulting services (ie. fundraising guidance)

Our sales process is built around referral and partner channels as well as direct outreach to our end customers, the founders. To develop our referral and partner channel network, we form relationships with:

  1. Accelerators and incubators
  2. Coworking spaces
  3. Venture and angel groups

Our direct sales process involves several software tools in our tech stack which enable us to automate highly-targeted outreach at scale. We use apollo.io, Autopilot, and HubSpot CRM to manage our prospecting efforts.
 

How do you market your product or service?

Our marketing strategy is directly correlated with our approach to selling: establish Incolo as subject matter experts across the capitalization and growth stages for founders. We’re developing a robust content marketing strategy that enables us to cast a wide net across our target audience. 

This includes, but isn’t limited to:

  • Whitepapers related to crowdfunding, trends in capital markets, selling best practices, and partnership development
  • Videos, articles, and posts showcasing the success of companies in our portfolio and direct network
  • Events to spread awareness of Incolo and the growth of the entrepreneurial landscape in NC
  • Guest features on podcasts with correlated audiences like entrepreneurship, capital markets, sales, and personal development

Although our marketing footprint is small today, we plan to increase our reach and engagement systematically over the next 12 months using data-driven processes to ensure we deliver the right content to the right audience at the right time. 
 

Provide us with some background on your products and services.

Incolo started as a highly specialized service providing "investability" consulting.  As we are run by and work with founders, they helped us build a continually improving product that we can truly say was built by founders, for founders. 

Incolo delivers investability through:

  1. Runway identifies funding sources (revenue and/or investment raise) in less than 60 days.  We just launched this on May 1st and already have 2 founders gaining incredible traction - identification of $100K+ of investment, found revenue channels, 1 company even found and met with a potential downstream acquirer.  The point of Runway isn't to raise investment capital (though that is streamlined now due to March 15, 2021 changes).  Runway's focus is to identify data so founders can double down on particular areas to drive traction (revenue channels, team, investment, partners).
  2. Founders can opt into Launch - Launch takes the data from Runway and pours gasoline onto the fire.  in depth, personalized coaching sessions on "investability". Launch's approach to investability helps founders develop a structurally sound business and growth strategy that creates an opportunity people would want to invest in even if the business is not raising capital.  For most founders who have been through Runway 1st, Incolo charges a flat $4,000 fee and, typically, a 1.15% warrant.  Why the .15%?  Ask us in Q&A.
  3. The FENX founder community. Founders get access to other founders, experts, and resources which service their needs across all aspects of growing and scaling an investable business. 
  4. Funding Options are not limited: Founders can raise funding through a syndicate, an investment crowdfunded raise, or any other mean strategically aligned with their business growth.  We do not host any investment offerings and are not a funding portal or Broker Dealer Platform.

We aim to cultivate a community where all successful founders give back to the ecosystem throughout their journey and, when successful, give back completing the Incolo Traction Studio virtuous cycle. The benefits go well beyond the Incolo community of stakeholders and directly into the broader local communities.

What is your product development timeline?

Founders should be able to get answers to their detailed questions at the click of a button. Our product currently allows provides founders detailed answers to questions such as:

  • What are the 6 ways of compensating my team?
  • How do I raise capital successfully?
  • How do I grow off revenue and partner channels?
  • and more...

Incolo is developing an automated accelerator-like community for founders to self-select into the journey of being a successful founder alongside other founders who aim to help them succeed. 

Over the next twelve months, our platform will replace the existing lonely and secretive founder journey with a supportive, transparent ecosystem.  This allows founders to both grow their businesses and develop communities of founders focused on growing together (aka "Cultivated Communities"). Our founder centric community enables entrepreneurs to surround themselves with those best served to help them - other motivated founders. 

What is your production process?

Incolo is a Traction Studio that is comprised of a social community with various customizations, educational content, community building by creating connections, and events (virtual with an intent to return to localized in person).  We manage all of our apps and content through an internal feedback loop which helps us enhance the community. 

Provide detail on your hiring plans

The primary needs of founders are outlets to share what they are building and experienced founders/partners to help them grow.  Therefore, over the next 18th month we will be:

  1. Scaling up marketing and community management.
  2. Adding support for content development
  3. Curating additional (serial) founder experts to serve the community

Our core team remains lean with a heavy focus on automation to meet founder needs. 

Over the next 5 years, we aim to expand our team to meet founders' needs such as:

  • additional serial entrepreneurs
  • capital market experts
  • knowledgeable syndicate experts

 

 

What is the composition of your current team?

The team consists of all K-1 equity holding partners.  Compensation is structured to favor the long term growth of the founders the team serves.  As of May 2021, there are 5 full time US team members, a fractional marketplace founder expert, software development in Ukraine in addition to our advisors.  We are in discussions with several other potential core team members and/or serial entrepreneurs who are thinking through how we work together to generate mutually beneficial value.

Team

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Will McGuire

Founder & CEO

Will has been a startup investor and advisor in over 60 private companies. His goal is to improve community awareness and access to the private markets. He believes our region is at the ground floor of one of the greatest growth periods it has ever seen which will be led by a community of investors, entrepreneurs, and partners who build & (co)invest together.

More on Will:

-https://grepbeat.com/2019/07/25/meet-will-mcguire-chief-crowdfunding-officer-crowdfundnc

-https://williambissett.com/2020/11/06/charlotte-angel-connection-episode-109-will-mcguire-and-anya-johnson-of-crowdfundnc

1605648709 eric porper

Eric Porper

Chief Strategist and Strategic Initiatives

From early on, Eric has focused on the possibilities presented by emerging technologies and entrepreneurship. He started his first web-based company 20 years ago helping businesses leverage internet technologies to improve efficiencies in operations and connect with consumers. He led the development of one of the first email marketing apps, Homing Pigeon, in the late ’90s while creating web-focused application strategies for global organizations such as Mindspring/Earthlink, AmericasMart, and JETRO Atlanta. After moving to Raleigh in the early 2000’s, Eric spent 12 years at Allscripts, a public healthcare software company, and is credited with helping them shift to a modern marketing approach, using automation, data, and inbound strategies Over the years, he has helped many early-stage technology companies hone in on their strategy, develop traction, and raise capital. He is also the co-founder of Cryptolina conferences and co-chair of the North Carolina Blockchain Initiative.

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Anya Johnson

Community Manager

Anya graduated from Meredith College in 2020 with degrees in Business Administration and Economics, and a minor in Entrepreneurship. As a Raleigh native, Anya is passionate about her community, the local arts and music scene, and empowering entrepreneurs to achieve their dreams. Working with Imurj, HQ Raleigh, and MATI Energy, she is an advocate for small business and the synergy that comes from the community standing strong together.

More on Anya:

-https://williambissett.com/2020/11/06/charlotte-angel-connection-episode-109-will-mcguire-and-anya-johnson-of-crowdfundnc

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Brandon Walker

Head of Growth

After dropping out of college at 20, Brandon attended start-up school, Draper University, before starting his career at the social drinking platform, Untappd, where he served as SVP of Sales through the company’s exit to growth equity in Spring 2020. With a passion for helping entrepreneurs grow businesses without burning themselves out, Brandon is an advisor and coach for founders and sales leaders.

1621342088 chris wright

Chris Wright

Incolo Marketplace Advisor, Founder of Whystle

Chris founded Whystle.co in 2019 and exited the business less than 2 years later. As a founder who benefitted both from Incolo's programs and Boon, Inc.'s 1st marketplace founder cohort, Chris wanted to continue pushing the growth in the Gig-Economy/marketplace space by helping other founders build, scale and achieve their goals. Now he uses his experience, network, and marketplace expertise to advise founders within Incolo's network.

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Ryan Vet

Incolo & Marketplace Advisor, Founder of boon, Inc.

Ryan Vet launched his first company, a marketing firm, Digi Tech Studio at age 14. From there he helped launch or lead a number of venture-capital based companies before starting Boon, a streamlined way to help provide temporary staffing for healthcare organizations. Additionally, he is co-owner of The Oak House with two locations in NC.

1614180525 mac

Mac Lackey

Incolo Advisor, Founder of The FENX

Mac Lackey is an entrepreneur who has built and sold six companies. Serving most recently as Founder/CEO of KYCK (acquired by NBC Sports), Mountain Khakis (acquired by Remington), InternetSoccer Network (acquired by News Corp SKY), and various other ventures. Currently, Lackey is mentoring and supporting entrepreneurs via the programs, The FENX and ExitDNA.

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James Cerenzie

Launch Advisor

James has deep experience in acquisitions, divestitures, joint ventures, partnerships, and commercial agreements. His professional passion lies in creating and executing on niche real estate investing opportunities while renting out some really cool cars. He’s always open to conversation and resides in Charlotte with his wife and 2 fur babies.

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Desmond Wiggin

Launch Advisor

After spending 2 years in China obtaining his MBA in International Business, Desmond co-founded BatteryXchange. Desmond has almost a decade of professional experience with expertise in business development, technology, manufacturing, and international organizational management. As the CEO of BatteryXchange, Desmond brings 1st hand knowledge of how to raise capital while building a team positioned to scale.

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Sumit Vohra

Incolo Advisor, Business Builder

Sumit is the Founder, CEO & Chief Drinking Officer at Lonerider Brewing Company which operates in over 9 states & the UK and he is Chairman of Lonerider Spirits. He’s active in the NC entrepreneur ecosystem as a startup Advisor, Angel Investor, and Board Member. In addition to distribution, logistics and operations, Sumit has an extensive technology background.

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Jeff Dayton

Incolo Advisor, Syndicate Expert

Dayton is a seasoned senior executive, board director, board advisor, Angel Investor and leader from the Charlotte area who desires to elevate the recognition of NC’s Entrepreneurial Community. As CEO of Dayton International, Dayton is one of the world’s top executive consultants in digital transformation and modernization.

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Mark Easley

Incolo Advisor, IoT Expert

Mark Easley has been an active advocate, advisor, and investor in the investment crowdfunding industry since 2012. Mark is a tech startup advisor and angel investor in the Research Triangle Park area of North Carolina. He previously had a 25 year technology career in engineering, marketing, and sales in the semiconductor industry in Silicon Valley

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Innovate Capital Law

Service Provider

Corporate & Securities Legal Advisor. Lead counsel on pending boon, Inc Joint Venture,

https://innovatecapitallaw.com

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Laura Williams, Sprout

Service Provider

Accountant keeping us in check regularly, https://www.sproutbk.com.

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Barfield Revenue Consulting

Partner

Multi-faceted resource for both organizations and individuals in search of ways to increase revenue.

https://barfieldrevenue.com/

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Mountain Bizworks

Partner

Assisting with business planning, business coaching, and business financing through development classes and programs in Western NC.

https://www.mountainbizworks.org/

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Next Level Income

Partner

Helping individuals make, keep and grow their wealth through education and investment opportunities.

https://www.nextlevelincome.com/

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Pitch Space

Partner

Community of investors and founders regularly sharing their businesses.

https://pitch-space.com/

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RMRI Investments

Partner

Real estate focused investment Syndicate of accredited investors.

https://www.rmriinvestments.com/

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SotoIP

Partner

Intellectual Property Advisory and Patent Prosecution firm specializing in serving startup and emerging growth companies and investor groups.

https://www.sotoip.com/

1614790802 hpg

Hughes Pittman & Gupton, LLP

Partner

Independent NC based CPA firm providing services for small, medium and large businesses.

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Raleigh Founded

Partner

Coworking space that fosters inclusive communities of entrepreneurs who create lasting economic and social impact.

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MAJ and Associates

Service Provider

Accounting/Operations executive with over 25 years of steadily increasing and diverse management experience. An independent, goal-oriented problem solver with a record of success in managing, organizing, streamlining, and automating administrative, operating and financial functions.

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#GoBeyond

Partner

#GoBeyond is an educational media initiative and creative agency dedicated to fostering diversity and inclusion in STEM fields (science, tech, engineering and math).

https://www.gobeyondlab.in

About Incolo (formerly CrowdfundNC)

Entity LiveVested, LLC
Entity Type LLC
State Organized Delaware
Founded January 2019
Employees 10
Social Media
Website

Headquarters

Company Updates

Today's the last day to invest

August 31, 2021

Today is the last day to invest and become part of our vision aligned investor community. You and mission aligned friends and colleagues have until 11:59pm ET to submit your commitment. Fund collection will follow most likely next week.

Let's build the future of this region alongside the founders scaling it through through their crowds who help fuel them!

Thank you to those who have submitted their investments already.

Copy/Paste for Social
"I invested in the future of our region and the crowds helping businesses in our region scale. You can share in the potential upside too. Investment closes at 11:59pm ET, https://localstake.com/businesses/incolo/preview

The future is shaped by those who build and invest together.

Cheers,
Will
CEO & Founder

Incolo, Only 7 Days Left to Invest

August 24, 2021

Hey all of you interested investors. We're 7 days away from closing the campaign to new investors and for existing investors to increase their investment. Here are some reasons why you may want to invest.

Recent Traction:



  • We helped Lonerider Spirits launch their investment raise


  • Incolo Runway is officially live for founders to sign up with a few clicks of the button, Course Preview & Purchase.


  • Serial entrepreneurs resonate with our model: We just onboarded a very experienced founder to him with a larger raise and growing his businesses via the crowd which also adds to our equity rights.

These are just a few of the most recent updates and there are even larger projects we can't share yet due to confidentiality. However, I can say our inbound referrals are higher than they ever have been and more founders than ever are deploying new strategies to build their businesses with the crowd. We're well positioned to capitalize on this for our stakeholders and community.

Will you join us?

Cheers,
Will

Stellar Q2, 5 Min. Asks, & Momentum for 2021

July 23, 2021

We had a strong Q2 and wanted to share our approach through the remainder of 2021. As planned, we put focus on our growth through productizing our offerings of Incolo Runway, Launch and Boon Core.

P&L, Balance Sheet, and Productization
June Revenue: $11K (cash basis). That's nearly 1/3 of all of last years' revenue!

In Q2, we had our best sales quarter ever. We beat out all of 2020's sales in the quarter and grew by nearly 200% over Q1. We have also increased our capacity through process and tool implementation along with a laser focus on pipeline growth and the sales cycle for what we sell.

We've also continuing to increase our equity / warrant value via pending agreements with founders who are going through our 'white glove' agency services.

Ask We love talking to founders and it helps all of us achieve our goals! Refer 1 to 3 founders who are considering raising capital to Incolo Runway or connect us by email, brandon@incolo.io. Additionally, you can get a referral bonus of $100 when they sign up for Runway.

New Rollouts!


  • We announced Incolo Runway, our accessible offering for founders who are looking to raise capital. This product helps founders with the building blocks of successful fundraising campaigns while getting them the critical feedback they need to find investor fit in around 30 days & access those who will help scale their businesses. Incolo Runway is initially priced at $1K and founders are already finding traction both in actual $ invested and feedback from people (aka 'market') on how to scale their startups.
  • We are about to roll out our first significant project build on boon core. U+BAR helps restaurants & bars with on demanding staffing – starting with a key pain point with bartenders
  • We are working on a few opportunities to build out larger equity position based on boon opportunities over the next quarter as well

What's happening with boon, Inc - An Incolo company?

Over the 2nd half of 2021, we intend to refocus on Boon Dental as we are starting to see practices express interest in opportunities. We are looking to bring in a leadership team and, potentially, do an additional fundraise to help reinvigorate the market. Why we acquired boon, Inc..

As we look to fully round the corner coming out of the pandemic, we would appreciate any interest in our current investment campaign or with introductions to potential candidates to help bring Boon Dental back into the broader market. Email eric@incolo.io.

To share our investment campaign (copy / paste)

I invested in Incolo which is like a 'mutual-fund' made up of startups poised to grow.

Entrepreneurs pay them cash and a portion of their businesses to help them with funding and scaling their startups through programs in their Traction Studio. They grew 700%+ last year due to entrepreneur demand. See more at http://raise.incolo.io.

Founders we support who are also raising capital

GreenLifeTech - Food preservation system with IP that extends shelf life by 5x helping curb the $240B/yr of US food losses. The team includes a serial entrepreneur with 3 previous companies.

H.U.B.B. Kitchens - Innovative commercial kitchen and 'ghost kitchen' ready space. The 1st location was profitable within 3 months. "G" Patel from CityPlat just joined as an investor & advisor.

Oak and Grist - 100% grain to glass distillery with demand outpacing supply. Located right off I-40 in the destination location of Black Mountain right on the way to Asheville, NC.

Cheers
Will

What have we accomplished since January 2021?

June 21, 2021

  • January through May 2021, we surpassed actual revenue for all of 2020. We sold nearly 1/3 of all of 2020's revenue in May 2021 and are conservatively on track to 3X 2020 by March 2022.
  • We revamped our pipeline which represents $250K+ in immediate winnable opportunities - we haven't even started outbound marketing yet.
  • We ended 2021 Q1 (March) with 61 startups in community. If we 3X every year, then by 2024 Q1, we will have supported 1,600+ startups since our inception, 2019.

What does this all mean?
While we support high growth potential startups, our Traction Studio also helps founders' businesses who have opportunity to generate cash distributions along the way (e.g. 90% to 95% of the businesses who generate the rising economic value and the local communities we all love to live in).

For example, we have an equity stake in a growing corporate franchise H.U.B.B. Kitchens, https://www.hubbkitchens.com, run by CEO and founder Jason Johnson. H.U.B.B. Kitchens was profitable after 3 months of starting operations (Dec 2020 through Feb 2021) and customers love what Jason has created. Every location which is profitable generates net cash flow to us. So we (and our stakeholders) are incentivized to help promote and make H.U.B.B. Kitchens more successful.

Where are we headed?
We're shifting from being a purely white glove services to also offering productized services which enables us to support founders at scale with a focus on increasing the quality we provide to founders. This progress will drive us towards our goal of exponential growth - along with help of our partner network.

How will we get there?
We work with really great curated team members. For example, Brandon Walker joined our team in May as a partner and Chief Growth Officer to help us and the startups we work with... or as he likes to say "pour gas on the fire." Who is Brandon? He was the SVP of Sales for Untappd, the beer app, https://untappd.com . He started as employee 8, brought their initial app to market, built a team of 40, and then left shortly after exit to private equity in 2020. Why Brandon joined us, http://bit.ly/whybrandonjoinedincolo.

What traction are founders achieving?


  • In addition to H.U.B.B. Kitchens:

  • BatteryXchange, https://batteryxchange.co (BXE) - "Redbox meets battery rental" - rolled out their 1st 8 locations and have data showing their approach is driving their customers to spend MORE at the business venues where BXE's kiosks are placed, and BXE is also receiving a 98% rating that their customers would use BXE again. Oh yea, did we mention BXE just landed follow-on investment, http://bit.ly/bxecffollowon, and this was after their Regulation CF round in 2019/2020, https://localstake.com/businesses/batteryxchang..., where 90 extraordinary everyday people chose to put money on the line and now share in the potential upside of BXE.

  • Simpliworks, https://www.simpliworks.io, helps business owners who sell on Amazon achieve 2 to 4X+ Return on Ad Spend (ROAS) - in many cases within 30 days. Their nex-gen technology self-service platform enables agencies and business owners to spin up campaigns in < 5 mins - even if they have limited 'keyword' knowledge or technical background. They also recently closed a $500K private raise on friendly founder terms, which will help them pour some gas on the fire!

We're excited to have a growing base of founders, partners, and investors who are creating this rising tide together.

Cheers,
Will

Discussion

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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

What is our vetting criteria for founders & businesses we help?

We have a tiered set of vetting criteria.
1. Self-selection of the founder. In our model, the founder(s) & their teams are in charge of moving their company forward. We provide:
(a) "Fuel for Founders" via our SaaS EdTech platform, The FENX by Incolo, and
(b) Productized services to find access to capital and crowds to help their businesses scale
(c) Upon 'graduation,' optionality for founders to receive more robust advisory and deeper network connections.

The time we spend with founders and how they engage allows us to see where they need support vs. just having occasional 'check-in' meetings. We literally see the mindset and leverage data to help them scale.

2. Yes, we have one of the typical Q&A checklist guides that every group responsible for diligence has (See Investability Readiness Guide). We leverage ours to cover key areas helping founders fill these gaps vs. a measure for whether we 'fund' a business. Since we don't take the role of investing actual cash into founders, then we have the unique opportunity to 'peel back the onion' and help them fill these gaps.

In our model since a founder can go after any capital source they want and so our deep knowledge of funding and idea to exit lifecycles enables us to help founders fill gaps against a 'diligence' list, tiered in rigor for the stage the founder's business is in. We then use the founders knowledge and operational execution against this 'diligence' list to cultivate targeted "Fuel" aimed at helping founders achieve key areas of traction for growing, scaling, and exiting their businesses.

30 days ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

How are distributions of profits handled?

Some of the language below is paraphrased from the Operating Agreement to simplify the legalese.

Distributions of Net Cash Flow. After providing for any reserves that it may deem appropriate, the Board may make distributions of Net Cash Flow to the Members, typically yearly, as follows:
1. to all applicable Members to cover state and federal tax liabilities associated with being an equity holding member.
2. to all Preferred Series A-1 holders, for any Priority Return*
3. 80% to both classes of Preferred Unit holders until their Capital Contributions are returned; 20% to Common Unit holders
4. 20% to both classes of Preferred Unit holders; 80% to Common Unit holders

*The annual Priority Return is currently at 0%. The Board has discretion without vote of members to increase this at any time. The Board does not plan to increase this above 0% this in the foreseeable future.

Under the above waterfall of profits (1., 2., 3., 4.), it was our intention that:
A. Equity holders are distributed enough cash to cover taxes in years of profits. LiveVested, LLC is not yet profitable.
B. Preferred Members (Those who invest actual $ and are equity holders), are paid any profits 1st before Common Members
C. Preferred Members have the right to convert their Preferred Units to Common Units post receiving their Capital Contributions back and therefore can receive the benefit of the larger % allocated to Common Unit holders as described in #4 above.

30 days ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

A great question we received is "What are limits on Powers of the Board?"

Without approval of a Majority vote, Incolo's (LiveVested, LLC) Board cannot:
1. Make any decision or take any action requiring the expenditure of Company funds in excess of $50,000 in any single transaction.
2. Make any decision to create indebtedness greater than $50K for short term (less than 1 year) operational expenses such as taking on revolving debt EXCEPT the Board without Majority Vote can take on Debt, Convertible Debt or Revenue Sharing of any amount as part of a capital raise with an intention of aiming to improve long term (greater than 1 year) Company growth.
3. Make any changes to the number of Units authorized or outstanding EXCEPT in addition to the Units and Capital Contributions specifically set forth in this Agreement, the Company may issue additional Units or Interests to one or more other Persons in exchange for additional Capital Contributions and/or Services to the Company. Such additional Units or Interests may be issued in exchange for such amount of Capital Contributions and/or Services per Unit, and under such other terms and conditions, as may be determined and approved by the Board.

#3 means the Board can make a resolution to raise capital on an equity basis and provide 'option-like' compensation to those who help the company grow. For the latter, our standard practice has been to set a cliff and vesting schedule for these agreements.

30 days ago
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Lucas S

Hi,

Will the note convert into common or preferred LLC units of LiveVest?

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

Hi Lucas, thank you for the question. The notes are written to convert into Preferred Units upon conversion.

4 months ago
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Lucas S

Will the preferred units have the same upside as common units, or will they pay a fixed distribution and carry a liquidation preference par value like traditional preferred equity?

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

Hey Lucas. We have a few preferred provisions for liquidation preference and upside for investors to make our company investor friendly.
1. Net Cash Flows: The preferred have a 0.8X return preference on Net Cash Flows on their Capital Contributions (investment) until those are returned. 0.2X of Net Cash Flows are split with Common during that time.
2. Capital Transaction (e.g. a sale of LiveVested): The Preferred have a 1X liquidation preference on their Capital Contributions before Common Holders receive anything.
3. The Preferred Units can convert into Common so they share in the upside with Common.

Here's a summary of the Preferred to Common convertible provisions
1. Optional: At the request of the Preferred Unit Holder
2. Automatic: Automatic upon Qualified Equity Financing ($2M received post this round of financing assuming this round of investment converts into Preferred Units), Mergers, Sale of Company (at least $50M valuation with $15M in gross proceeds), Dissolution.

Lucas, does that answer your question?

4 months ago
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Lucas S

Yes, that does, thank you so much!

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

You're welcome Lucas and invite you to join our investor community!

4 months ago
5 replies

Risks & Disclosures

Limited operating history

The Company was founded in January 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 limited 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, but are not limited to:

  • 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 highly-specialized personnel to fulfill various roles within the Company. Competition for such personnel is intense and there can be no assurance that the Company can attract, assimilate or retain sufficiently qualified personnel. 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 hiring, marketing and sales, 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.

Competition from other businesses

The Company will compete in a competitive market with several other established and early-stage private company community service providers. 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

On or about January 28, 2021 Will McGuire and LiveVested, LLC were advised by email that a lawsuit had been initiated in the United States District Court for the Eastern District of North Carolina by a pro se Plaintiff. On February 26, 2021 in a Recommendation and Memorandum, the United States District Court for the Eastern District of North Carolina recommended the case be dismissed on the basis of it being frivolous. The Plaintiff had until March 12, 2021 to file written objections to the District Judge and no such objections were filed. As such, it is expected that the case will be dismissed in the near future.

Although management is unaware of any other threatened or pending litigation against the Company, 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 another 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 maintain a certain level of quality in, and enhance existing products and services as well as 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, while maintaining a certain level of quality in its existing products and services, the Company's business, financial condition and results of operations would be materially adversely affected.

Control of the Company

The managers 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 until a conversion to equity event occurs (if it occurs) and then voting rights are provided to those with Series A-1 Units. Only those investors holding Series A-1 Units will have the 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 its proprietary assets, all of which offer only limited protection. Competitors may infringe upon any patents or trademarks that the Company takes out on its proprietary assets. 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. If the Company resorts to legal proceedings to enforce the Company's intellectual property rights, the proceedings could be burdensome and expensive and could involve a high degree of risk. 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 has filed for the assumed name "Incolo" and will continue to hold the assumed name "CrowdfundNC."

The trademark "Incolo" is trademarked under serial number 90430200. The asset was registered by William McGuire. The Company has a legal document ("TDocument") between William McGuire and LiveVested, LLC to transfer the trademark to the Company at no cost. The TDocument also assign all rights and interest in the "Incolo" mark to LiveVested, LLC on a royalty-free, perpetual license to use Incolo however they choose before this official transfer. It is anticipated that the official transfer can be made within 30 days post raise close.

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 products and services will continue to satisfy new and existing customer demands or if they will be supplanted by new products and 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 additional 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 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.

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.

No market; Lack of liquidity

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

Restrictions on transferability

The Notes 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 Notes are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Notes during the one-year period beginning when the Notes were issued, unless the Notes 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 Notes 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

Investors will be entitled to receive a return on their investment only through the Notes and the interest and principal payments thereunder, unless converted to equity. 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.

Investors will not become members of the Company, unless the Notes are converted to equity in the future

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 Notes), cash flow, or net income, and shall have no voting or dividend rights, as a result of his, her or its investment, unless the Notes are converted to equity in the future.

The obligations of the Company under the Notes will be unsecured obligations

The Company's obligations under the Notes will be unsecured obligations. Therefore, upon the occurrence of an event of default under the Notes, an Investor will have no recourse against the assets of the Company and rights that the Investor may have under the Notes will be subordinate and inferior to the Company's other creditors at such time, if any.

Disputes may be resolved only through mandatory binding arbitration

The Notes 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 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 Notes, 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 Notes or any action taken or omitted under the Notes, 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 Notes, enforcement of Investors’ rights could be uncertain, recovery of funds due on the Notes may be substantially delayed, and any funds recovered may be substantially less than the amounts due or to become due on the Notes. There is no provision in the Notes for a party to replace the Administrative Agent.

The Notes may never convert to equity

The Company may never receive a future equity financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Notes nor a liquidity event occurs, the Company may be required to pay off the debt obligation under the Notes. If the Company is unable to pay off that obligation at the maturity of the Notes, the Company could be placed in default and Investors may not receive a return on their investment.

Equity securities acquired upon conversion of Notes may be significantly diluted as a consequence of subsequent financings

Any equity securities issued by the Company will be subject to dilution. The Company intends to issue additional equity to third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from conversion of the Notes will be subject to dilution in an unpredictable amount. Such dilution may reduce the Investor's control and economic interests in the Company. The amount of additional financing needed by the Company will depend upon several contingencies not foreseen at the time of the Offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, the Company may have to raise additional capital at a price unfavorable to the existing investors.

Investors will not be entitled to any inspection or information rights other than those required by Regulation Crowdfunding

Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by Regulation Crowdfunding. Other security holders of the Company may have such rights. Regulation Crowdfunding requires only the provision of an annual report on Form C and no additional information, there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders.

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

Any term of the Notes may be amended or waived with the written consent of the Company, the Administrative Agent and the Investor. In addition, any term of the Notes 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 Notes issued. Such an amendment would be effective to, and binding against all Investors in the Notes. As such, the Investor should be aware that it is possible for the Notes to be amended without their consent.

An investment in the Notes 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 Notes 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 Notes is appropriate.

The Notes have not been registered under the Securities Act

The Notes 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 Notes 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 Notes 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 Notes and no such market is expected to develop

The Notes are subject to restrictions on transferability and resale and may not be transferred or resold by any Investor in the Notes during the one-year period beginning when the Notes were issued, unless the Notes 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 Notes 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 Notes. 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 Notes 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 Notes are fully set forth in the Note

The terms, conditions and restrictions of the Notes are fully set forth in the Note, 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 Note. In the event that any of the terms, conditions, or other provisions of the Note 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 Notes 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 Notes 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 information provided will at least meet the minimum requirements under this offering and per the rights granted by the Company’s Operating Agreement. The Company will also provide you an opportunity to meet with representatives of the Company to obtain other additional information.

This Offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the Commission's temporary regulatory COVID-19 relief
Under these temporary regulations, financial information certified by the principal executive officer of the issuer has been provided instead of financial statements reviewed by a public accountant that is independent of the issuer.
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/incolo) (the "Company Offering Profile") relate to the offer and sale of convertible promissory notes (collectively, the "Notes") in LiveVested, LLC, a limited liability company organized in Delaware (the "Company"). The Company is seeking to raise between a minimum of $57,000 (the "Minimum Offering Amount") and a maximum of $250,000 (the "Maximum Offering Amount") from potential investors (each, an "Investor" and collectively, the "Investors") through the offer and sale of the Notes.

Investors will not become members of the Company and will have the certain rights and obligations as set forth in the Note, a copy of which is provided in the Offering Materials. For a detailed summary of the Offerings and the Notes, 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 Notes (the "Final Closing"), which will occur upon the earlier of (i) the date the Company has closed on the purchase and sale of Notes for the Maximum Offering Amount, (ii) August 31st, 2021 at 11:59 PM EDT, or (iii) the Company terminates the Offering in its sole and absolute discretion (the "Termination Date").

The Notes 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. In accordance with the Company's reliance on the SEC's temporary regulatory COVID-19 relief, the closing(s) for this Offering are being conducted on an expedited basis. The Company may conduct a closing of the Offering at any time after it has aggregate investment commitments for which the right to cancel pursuant to the procedures outlined herein has lapsed that equal or exceed the Minimum Offering Amount (absent a material change that would require an extension of the Offering and reconfirmation of the investment commitment). 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 the Placement Agent has provided advance written notice to Investors, 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 is not received by the Company into the Escrow Account prior to the Termination Date of the Offering, no Notes 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 Notes subscribed for by control persons of the Company or the Placement Agent (or their affiliates or related persons thereof) 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 Notes 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 Maximum Offering Amount, the Company will determine, in its sole discretion, which subscriptions to accept up to the Maximum 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 the Escrow Account, 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 Escrow Account. Investors may cancel their investment commitment in the Notes, 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 acceptance of the Investor's investment by the Company.

If an Investor has not canceled his, her or its investment commitment in the Notes within 48 hours of the Company's acceptance of the investment, the Investor's subscription for the Notes shall be irrevocable by the Investor, the Investor's funds will be released to the Company upon the applicable Closing, and the Investor will receive securities in exchange for his or her investment, which will be documented through the receipt of an executed copy of the Notes, and 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 Notes 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 whose investment in the Notes, 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 greater 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 greater 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 $100.00.

Use of proceeds in the Offering

The Company intends to use the net proceeds of this Offering for hiring, marketing and sales, startup development, 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 Notes 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: $57,000.00
  • Estimated Placement Fee: $1,710.00
  • Net Proceeds: $55,290.00
For Maximum Offering Amount
  • Gross Proceeds: $250,000.00
  • Estimated Placement Fee: $7,500.00
  • Net Proceeds: $242,500.00
(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 Notes 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 Notes, 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: https://crowdfundnc.com/investor-reports. Note, the new URL will be https://incolo.io/investor-reports after the Company name has officially changed.

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 Notes 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.

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

Investors should consider potential federal, state and local tax consequences of an investment in the Notes and they are urged to consult their own tax advisor to determine the federal, state and local income tax consequences of acquiring, owning, and disposing of, the Notes. 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 federal, state and local tax consequences to potential investors.

Conflicts of interest

Localstake Marketplace LLC, the Placement Agent for the Offering, is affiliated to the Company via the CEO of the Company, William McGuire, who is also a Registered Representative of the Placement Agent. In connection with the services provided by the Placement Agent for the Offering, the Company is paying Localstake Marketplace an Offering Preparation Fee and Placement Fee. Through this relationship, the Placement Agent has a material interest in the success of the Offering. William McGuire will not be compensated for his role as a Registered Representative of the Placement Agent in connection with the Offering.

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.

Company Updates

Today's the last day to invest

August 31, 2021

Today is the last day to invest and become part of our vision aligned investor community. You and mission aligned friends and colleagues have until 11:59pm ET to submit your commitment. Fund collection will follow most likely next week.

Let's build the future of this region alongside the founders scaling it through through their crowds who help fuel them!

Thank you to those who have submitted their investments already.

Copy/Paste for Social
"I invested in the future of our region and the crowds helping businesses in our region scale. You can share in the potential upside too. Investment closes at 11:59pm ET, https://localstake.com/businesses/incolo/preview

The future is shaped by those who build and invest together.

Cheers,
Will
CEO & Founder

Incolo, Only 7 Days Left to Invest

August 24, 2021

Hey all of you interested investors. We're 7 days away from closing the campaign to new investors and for existing investors to increase their investment. Here are some reasons why you may want to invest.

Recent Traction:



  • We helped Lonerider Spirits launch their investment raise


  • Incolo Runway is officially live for founders to sign up with a few clicks of the button, Course Preview & Purchase.


  • Serial entrepreneurs resonate with our model: We just onboarded a very experienced founder to him with a larger raise and growing his businesses via the crowd which also adds to our equity rights.

These are just a few of the most recent updates and there are even larger projects we can't share yet due to confidentiality. However, I can say our inbound referrals are higher than they ever have been and more founders than ever are deploying new strategies to build their businesses with the crowd. We're well positioned to capitalize on this for our stakeholders and community.

Will you join us?

Cheers,
Will

Stellar Q2, 5 Min. Asks, & Momentum for 2021

July 23, 2021

We had a strong Q2 and wanted to share our approach through the remainder of 2021. As planned, we put focus on our growth through productizing our offerings of Incolo Runway, Launch and Boon Core.

P&L, Balance Sheet, and Productization
June Revenue: $11K (cash basis). That's nearly 1/3 of all of last years' revenue!

In Q2, we had our best sales quarter ever. We beat out all of 2020's sales in the quarter and grew by nearly 200% over Q1. We have also increased our capacity through process and tool implementation along with a laser focus on pipeline growth and the sales cycle for what we sell.

We've also continuing to increase our equity / warrant value via pending agreements with founders who are going through our 'white glove' agency services.

Ask We love talking to founders and it helps all of us achieve our goals! Refer 1 to 3 founders who are considering raising capital to Incolo Runway or connect us by email, brandon@incolo.io. Additionally, you can get a referral bonus of $100 when they sign up for Runway.

New Rollouts!


  • We announced Incolo Runway, our accessible offering for founders who are looking to raise capital. This product helps founders with the building blocks of successful fundraising campaigns while getting them the critical feedback they need to find investor fit in around 30 days & access those who will help scale their businesses. Incolo Runway is initially priced at $1K and founders are already finding traction both in actual $ invested and feedback from people (aka 'market') on how to scale their startups.
  • We are about to roll out our first significant project build on boon core. U+BAR helps restaurants & bars with on demanding staffing – starting with a key pain point with bartenders
  • We are working on a few opportunities to build out larger equity position based on boon opportunities over the next quarter as well

What's happening with boon, Inc - An Incolo company?

Over the 2nd half of 2021, we intend to refocus on Boon Dental as we are starting to see practices express interest in opportunities. We are looking to bring in a leadership team and, potentially, do an additional fundraise to help reinvigorate the market. Why we acquired boon, Inc..

As we look to fully round the corner coming out of the pandemic, we would appreciate any interest in our current investment campaign or with introductions to potential candidates to help bring Boon Dental back into the broader market. Email eric@incolo.io.

To share our investment campaign (copy / paste)

I invested in Incolo which is like a 'mutual-fund' made up of startups poised to grow.

Entrepreneurs pay them cash and a portion of their businesses to help them with funding and scaling their startups through programs in their Traction Studio. They grew 700%+ last year due to entrepreneur demand. See more at http://raise.incolo.io.

Founders we support who are also raising capital

GreenLifeTech - Food preservation system with IP that extends shelf life by 5x helping curb the $240B/yr of US food losses. The team includes a serial entrepreneur with 3 previous companies.

H.U.B.B. Kitchens - Innovative commercial kitchen and 'ghost kitchen' ready space. The 1st location was profitable within 3 months. "G" Patel from CityPlat just joined as an investor & advisor.

Oak and Grist - 100% grain to glass distillery with demand outpacing supply. Located right off I-40 in the destination location of Black Mountain right on the way to Asheville, NC.

Cheers
Will

What have we accomplished since January 2021?

June 21, 2021

  • January through May 2021, we surpassed actual revenue for all of 2020. We sold nearly 1/3 of all of 2020's revenue in May 2021 and are conservatively on track to 3X 2020 by March 2022.
  • We revamped our pipeline which represents $250K+ in immediate winnable opportunities - we haven't even started outbound marketing yet.
  • We ended 2021 Q1 (March) with 61 startups in community. If we 3X every year, then by 2024 Q1, we will have supported 1,600+ startups since our inception, 2019.

What does this all mean?
While we support high growth potential startups, our Traction Studio also helps founders' businesses who have opportunity to generate cash distributions along the way (e.g. 90% to 95% of the businesses who generate the rising economic value and the local communities we all love to live in).

For example, we have an equity stake in a growing corporate franchise H.U.B.B. Kitchens, https://www.hubbkitchens.com, run by CEO and founder Jason Johnson. H.U.B.B. Kitchens was profitable after 3 months of starting operations (Dec 2020 through Feb 2021) and customers love what Jason has created. Every location which is profitable generates net cash flow to us. So we (and our stakeholders) are incentivized to help promote and make H.U.B.B. Kitchens more successful.

Where are we headed?
We're shifting from being a purely white glove services to also offering productized services which enables us to support founders at scale with a focus on increasing the quality we provide to founders. This progress will drive us towards our goal of exponential growth - along with help of our partner network.

How will we get there?
We work with really great curated team members. For example, Brandon Walker joined our team in May as a partner and Chief Growth Officer to help us and the startups we work with... or as he likes to say "pour gas on the fire." Who is Brandon? He was the SVP of Sales for Untappd, the beer app, https://untappd.com . He started as employee 8, brought their initial app to market, built a team of 40, and then left shortly after exit to private equity in 2020. Why Brandon joined us, http://bit.ly/whybrandonjoinedincolo.

What traction are founders achieving?


  • In addition to H.U.B.B. Kitchens:

  • BatteryXchange, https://batteryxchange.co (BXE) - "Redbox meets battery rental" - rolled out their 1st 8 locations and have data showing their approach is driving their customers to spend MORE at the business venues where BXE's kiosks are placed, and BXE is also receiving a 98% rating that their customers would use BXE again. Oh yea, did we mention BXE just landed follow-on investment, http://bit.ly/bxecffollowon, and this was after their Regulation CF round in 2019/2020, https://localstake.com/businesses/batteryxchang..., where 90 extraordinary everyday people chose to put money on the line and now share in the potential upside of BXE.

  • Simpliworks, https://www.simpliworks.io, helps business owners who sell on Amazon achieve 2 to 4X+ Return on Ad Spend (ROAS) - in many cases within 30 days. Their nex-gen technology self-service platform enables agencies and business owners to spin up campaigns in < 5 mins - even if they have limited 'keyword' knowledge or technical background. They also recently closed a $500K private raise on friendly founder terms, which will help them pour some gas on the fire!

We're excited to have a growing base of founders, partners, and investors who are creating this rising tide together.

Cheers,
Will

Discussion

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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

What is our vetting criteria for founders & businesses we help?

We have a tiered set of vetting criteria.
1. Self-selection of the founder. In our model, the founder(s) & their teams are in charge of moving their company forward. We provide:
(a) "Fuel for Founders" via our SaaS EdTech platform, The FENX by Incolo, and
(b) Productized services to find access to capital and crowds to help their businesses scale
(c) Upon 'graduation,' optionality for founders to receive more robust advisory and deeper network connections.

The time we spend with founders and how they engage allows us to see where they need support vs. just having occasional 'check-in' meetings. We literally see the mindset and leverage data to help them scale.

2. Yes, we have one of the typical Q&A checklist guides that every group responsible for diligence has (See Investability Readiness Guide). We leverage ours to cover key areas helping founders fill these gaps vs. a measure for whether we 'fund' a business. Since we don't take the role of investing actual cash into founders, then we have the unique opportunity to 'peel back the onion' and help them fill these gaps.

In our model since a founder can go after any capital source they want and so our deep knowledge of funding and idea to exit lifecycles enables us to help founders fill gaps against a 'diligence' list, tiered in rigor for the stage the founder's business is in. We then use the founders knowledge and operational execution against this 'diligence' list to cultivate targeted "Fuel" aimed at helping founders achieve key areas of traction for growing, scaling, and exiting their businesses.

30 days ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

How are distributions of profits handled?

Some of the language below is paraphrased from the Operating Agreement to simplify the legalese.

Distributions of Net Cash Flow. After providing for any reserves that it may deem appropriate, the Board may make distributions of Net Cash Flow to the Members, typically yearly, as follows:
1. to all applicable Members to cover state and federal tax liabilities associated with being an equity holding member.
2. to all Preferred Series A-1 holders, for any Priority Return*
3. 80% to both classes of Preferred Unit holders until their Capital Contributions are returned; 20% to Common Unit holders
4. 20% to both classes of Preferred Unit holders; 80% to Common Unit holders

*The annual Priority Return is currently at 0%. The Board has discretion without vote of members to increase this at any time. The Board does not plan to increase this above 0% this in the foreseeable future.

Under the above waterfall of profits (1., 2., 3., 4.), it was our intention that:
A. Equity holders are distributed enough cash to cover taxes in years of profits. LiveVested, LLC is not yet profitable.
B. Preferred Members (Those who invest actual $ and are equity holders), are paid any profits 1st before Common Members
C. Preferred Members have the right to convert their Preferred Units to Common Units post receiving their Capital Contributions back and therefore can receive the benefit of the larger % allocated to Common Unit holders as described in #4 above.

30 days ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

A great question we received is "What are limits on Powers of the Board?"

Without approval of a Majority vote, Incolo's (LiveVested, LLC) Board cannot:
1. Make any decision or take any action requiring the expenditure of Company funds in excess of $50,000 in any single transaction.
2. Make any decision to create indebtedness greater than $50K for short term (less than 1 year) operational expenses such as taking on revolving debt EXCEPT the Board without Majority Vote can take on Debt, Convertible Debt or Revenue Sharing of any amount as part of a capital raise with an intention of aiming to improve long term (greater than 1 year) Company growth.
3. Make any changes to the number of Units authorized or outstanding EXCEPT in addition to the Units and Capital Contributions specifically set forth in this Agreement, the Company may issue additional Units or Interests to one or more other Persons in exchange for additional Capital Contributions and/or Services to the Company. Such additional Units or Interests may be issued in exchange for such amount of Capital Contributions and/or Services per Unit, and under such other terms and conditions, as may be determined and approved by the Board.

#3 means the Board can make a resolution to raise capital on an equity basis and provide 'option-like' compensation to those who help the company grow. For the latter, our standard practice has been to set a cliff and vesting schedule for these agreements.

30 days ago
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Lucas S

Hi,

Will the note convert into common or preferred LLC units of LiveVest?

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

Hi Lucas, thank you for the question. The notes are written to convert into Preferred Units upon conversion.

4 months ago
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Lucas S

Will the preferred units have the same upside as common units, or will they pay a fixed distribution and carry a liquidation preference par value like traditional preferred equity?

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

Hey Lucas. We have a few preferred provisions for liquidation preference and upside for investors to make our company investor friendly.
1. Net Cash Flows: The preferred have a 0.8X return preference on Net Cash Flows on their Capital Contributions (investment) until those are returned. 0.2X of Net Cash Flows are split with Common during that time.
2. Capital Transaction (e.g. a sale of LiveVested): The Preferred have a 1X liquidation preference on their Capital Contributions before Common Holders receive anything.
3. The Preferred Units can convert into Common so they share in the upside with Common.

Here's a summary of the Preferred to Common convertible provisions
1. Optional: At the request of the Preferred Unit Holder
2. Automatic: Automatic upon Qualified Equity Financing ($2M received post this round of financing assuming this round of investment converts into Preferred Units), Mergers, Sale of Company (at least $50M valuation with $15M in gross proceeds), Dissolution.

Lucas, does that answer your question?

4 months ago
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Lucas S

Yes, that does, thank you so much!

4 months ago
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Will McGuire
Founder & CEO at Incolo (formerly CrowdfundNC)
Team Member

You're welcome Lucas and invite you to join our investor community!

4 months ago
5 replies
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All offerings of securities are made through Localstake Marketplace, a registered broker dealer and member of FINRA and SIPC. Stake Management and Localstake Marketplace are hereinafter referred to collectively as the "Localstake Marketplace Platform Operators", unless otherwise specified.

The Localstake Marketplace Platform Operators do not provide legal advice, tax advice, or make investment recommendations, and no communication through this website or in any other medium should be construed as such. Investment opportunities posted on this website are private placements. Private placement investments are NOT bank deposits (and thus NOT guaranteed or insured by the FDIC, by a bank, or by any other federal governmental agency), and are NOT guaranteed by the Localstake Marketplace Platform Operators or any of their collective affiliates, owners, managers or members. Private placements of securities such as those displayed on this website MAY lose value. There is NO guarantee of a return on your investment and investors must be able to afford the loss of their entire investment. Neither the Securities and Exchange Commission (SEC) nor any federal or state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by or through this website. Nothing on this website shall constitute an offer to sell, or a solicitation of an offer to subscribe for or buy, any securities to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Any financial projections or returns shown on the website are illustrative examples only. Any investment information contained herein has been secured from sources the Localstake Marketplace Platform Operators believe are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. Offers to sell by issuers on Localstake Marketplace or the solicitations of offers to buy by investors on Localstake Marketplace, any security are only made through official offering materials that contain important information about risks, fees and expenses. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help to understand and assess the risks associated with an investment opportunity. Please review the risks of investing in private placements on Localstake Marketplace.