A Crowdfundi ng Investment Groupmatchbin-assets.s3.amazonaws.com/public/sites/374/assets/... ·...
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A Crowdfundi ng Investment Group
JOBS Act Congress passed the JOBS Act in 2012 SEC tasked with implementing legislation
First statutes effective September 23, 2013
Title III (Crowdfunding) provisions to beenacted in 2014
Public solicitation permitted
What is “Crowdfunding”? Raising small amounts of capital
from a large number of individuals to finance a new business venture.
SEC amended Regulation D, effectiveSeptember 23, 2013
We are still awaiting proposed rules for JOBS Act Title III (crowdfunding provisions)
Though the rules are still new, and in some cases, not even enacted yet, we believe the opportunity is right to position ourselves to take advantage of the new rules in the future
JAEG will continue to rely on Securities Act of 1933 Section 4(a)(2) for exemption from registration requirements of Section 5 Section 4(a). The provisions of section 5
[registration requirements] shall not apply to(2) transactions by an issuer not involving any public offering.
Though Title III of the JOBS Act has still not been enacted, JAEG believes that by moving now, we will be better positioned to take advantage of crowdfunding opportunities in 2014 when the new laws are enacted
JAEG will initially be formed as a private group of 2,000 qualified investors to participate in JAEGs Private Track Companies
JAEG members must commit to investing only $2,500 ($500 investments into 5 select JAEG portfolio companies
This will permit JAEG to facilitate a direct investment of at least $1M into its investment companies
JAEG100: A select group of 100 JAEG investors will be permitted to invest in JAEG’s Public Company and Private Company Tracks
Each JAEG100 investor must initially invest an additional $2,500 (see “JAEG100 Initial Investment” slide), which will be rolled into 5 additional JAEG
portfolio companies
We fundamentally believe that $1M, property invested in asset backed businesses, operated by seasoned managers, could offer our investors premium returns at an acceptable level of risk.
We believe there is little risk to investors that a business run property, with adequate financing, will ultimately fail
We invest only in asset backed ventures We will not invest in service businesses
like consulting firms. The business must build something that drives
active, monthly revenues
JAEG investments must create a minimum of 5 full time jobs per venture
We actively manage our investments Together with the Company CEO, JAEG
Members and Outside Advisors will make up the board of directors
JAEG Standard MembersThe Private Company Track
The key to the JAEG investing plan is to grow our base of member investors from within
JAEG will only accept investors directly referred to JAEG by a previously approved JAEG member
In order to keep the investment group tight, we ask only that each JAEG member refer a minimum of two additional members. This will keep our group tight.
Membership limited to only 2,000 members
2,000 investors at $500 investment intoeach company = $1M investment
Only 5 total investments in 2014 = $2,500 total investment
Investments may be made over the course of 5 months, $500 per month
This track represents JAEGs eventual participation in crowdsourcing arena upon passage of JOBS Act Title III
JAEG will use the Private Company Track to source up to $1M in companies that meet our Investment Philosophy Guidelines
2,000 qualified investors each invest $500 into JAEG investment companies for total funding of$1M
Our goal in limiting funding to $1M is to capitalize as many small businesses as possible, creating as many jobs as possible in each of these companies
JAEG plans to invest in five companies in2014
JAEG has committed to investing up to$1M into the following entities in 2014
Monster Diesel: Monster Diesel is a best-in-class diesel fuel additive that has been proven to increase horsepower, and thus save fuel, in diesel engines.
Quesa-D-Ya’s: Quesa-D-Ya’s is a gormet mexican restaurant concept that delivers food directly to your door, as an alternative to pizza.
Chateau Staging Group: CSG is a home staging company whose focus is the acquisition of high end homes which are then professionally remodeled, decorated and staged with high end furniture before being offered for sale.
Hunter Landscape and Irrigation: Austin Texas’s most recognized irrigation company, Hunter Sprinkers, is set to break ground on new corporate headquarters to enter the landscaping arena, capitalizing on their existing reputation in the Austin marketplace.
ATex Oil & Gas: A petroleum company that acquires non-performing existing wells, rehabilitating the wells, putting them back in service.
All JAEG private track investments will be in Preferred Stock
Preferred Stock will carry 10% preferred, cumulative, accrued dividend
Failure to meet any dividend payment results in company immediately filing registration statement to list as publicly traded company
All JAEG shares will be registered and available for immediate sale by investors
JAEG100
$2,500 total investment
Built in exit strategy
All companies participating in JAEG100s Public Company Track will be taken public as fully reporting, Over-The-Counter-Bulletin- Board companies
Only 5 planned public companies initially, though JAEG100 members may vote to continue planned investing beyond initial 5 investments
All JAEG100 investors will directly invest in corporate equity
All JAEG100 investors will be permitted to sell their respective shares at any time, subject only to a reasonable dribble out agreement, upon regulatory approval which is anticipated to be less than 6 months
JAEG100 investors will be protected against future dilution
JAEG management has more than 50 years combined experience in the public securities arena
All JAEG Public Company Track investment companies will comply with the following corporate structure and capitalization
Domiciled in Nevada This gives the Board of Directors absolute andcomplete control to manage the business
Only one class of securities will be authorized and sold (Common)
50M total shares authorized for issuance
Founders will be issued 13M share
JAEG will be issued 2M shares
JAEG investors will purchase 5M shares
Only 20M total issued and outstanding shares
Company will be prohibited from issuing additional shares without express consent of the board, with JAEG investors granted an exclusive right of first refusal
No shares may be issued for services
Shares may not be pledged as security on any debt
$2,500 Initial Investment
Each JAEG100 investor will invest $2,500 into JAEG portfolio company iRanchManager, Inc. (IRM)
IRM funded $250,000 by JAEG100
IRM files S-1 registration statement to become OTCBB listed company
IRM goes public, JAEG100 sharesregistered
JAEG100 shares liquidated in orderly fashion pursuant to dribble out agreement
Proceeds from sales divided as follows: First $2,500 in proceeds retained by
each JAEG100 investor Next $5,000 in proceeds invested in
JAEG portfolio company 2 Remaining proceeds distributed to investors
$5,000 Investment from return on initial investment
Each JAEG100 investor will invest $5,000 into JAEG investment company 2 (JAEG2)
JAEG2 funded $500,000 by JAEG100
JAEG2 files S-1 registration statement to become OTCBB listed company
JAEG2 goes public, JAEG100 shares registered
JAEG100 shares liquidated in orderlyfashion pursuant to dribble out agreement
Proceeds from sales divided as follows: First $5,000 in proceeds retained by
each JAEG100 investor Next $10,000 in proceeds invested in
JAEG investment company 3 Remaining proceeds distributed to investors
$10,000 investment from return on JAEG2investment
Each JAEG100 investor will invest $10,000 into JAEG investment company 3 (JAEG3)
JAEG3 funded $1,000,000 by JAEG100
JAEG3 files S-1 registration statement to become OTCBB listed company
JAEG3 goes public, JAEG100 shares registered
JAEG100 shares liquidated in orderly fashion pursuant to dribble out agreement
Proceeds from sales divided as follows: First $10,000 in proceeds retained by
each investor Next $25,000 in proceeds invested in JAEG
investment company 4 Remaining proceeds distributed to investors
$25,000 investment from return on JAEG3 investment
Each JAEG100 investor will invest $25,000 into JAEG investment company 4 (JAEG4)
JAEG4 funded $2,500,000 by JAEG100
JAEG4 files S-1 registration statement to become OTCBB listed company
JAEG4 goes public, JAEG100 shares registered
JAEG100 shares liquidated in orderly fashion pursuant to dribble out agreement
Proceeds from sales divided as follows: First $25,000 in proceeds retained by each
investor Next $50,000 in proceeds invested in
JAEG investment company 5 Remaining proceeds distributed to investors
$50,000 investment from return on JAEG4 investment
Each JAEG100 investor will invest $50,000 into JAEG investment company 5 (JAEG5)
JAEG5 funded $5,000,000 by JAEG100
JAEG5 files S-1 registration statement to become Nasdaq Small Cap listed company
JAEG5 goes public, JAEG100 sharesregistered
JAEG5 acquires one of our private track portfolio companies (Monster Diesel)
JAEG100 shares liquidated in orderlyfashion pursuant to dribble out agreement
Proceeds from sales are retained by JAEG100 investors
JAEG100 may determine to continue investing as a group
W. Andrew Stack, Attorney Mr. Stack has extensive experience with new
business ventures, as both principal and investor. As an attorney specializing in the public and private securities markets, Mr. Stack has represented more than 200 public companies, and has several years of managerial and consulting experience, attorney.
Brian Kidder, Securities Professional Mr. Kidder has 21 years' experience as a securities
industry professional, and has participated in and/or constructed many investment banking and securities transactions, including several international exchange-based transactions.
Bryan Pybus, CPA Mr. Pybus operates a full-service accounting firm
licensed in Florida, offering a broad range of services for business owners, executives and professionals. The firm is a PCAOB certified auditor. Mr. Pybus has extensive experience working with small public companies.
Melissa Kelly, Marketing and Sales Ms. Kelly is an experienced marketing and sales
professional, with several years experience at Dell, Inc. Ms. Kelly brings a wealth of corporate experience to the team.
JAEG Boards of Director
JAEG takes an active role managingour portfolio companies
JAEG officers will control the Boards of Director in our portfolio companies
JAEG will relinquish control of the Board at such a time as our investors have achieved a ROI equal to their initial investment
Each board will be comprised of three board members and five advisory board members.
Board members will earn 100,000 shares per year for service on the Board of Directors
Advisory board members will earn 50,000 shares per year for service to the Board of Directors
All JAEG members are encouraged to apply to be advisory board members
JAEG will screen advisory applicants, selecting up to 25
Advisors will participate in board meetings for one portfolio company
Advisors will be paid 50,000 shares per year for advisory services to the portfolio company
Advisors must refer a minimum of 25 standard members
The Future of JAEG
JAEG plans to expand its company network to multiple cities in 2015
Advisors will be given opportunity to select territory for expansion (ie, JAEG of Tulsa, JAEG of Dallas)
JAEG will provide all website and back office support for new territories
2015 goal is to grow membership to10,000 members
2015 members will be invited to participate in our new JAEG Accredited Group Accredited investors only The Accredited Group will not be limited to
$1M company investments The Accredited Group will seek to fund
early stage companies with a minimum of $5M in capital