0-0=0 | It takes money to make money but it does not need to be your money!
This video was part of our successful launch of this already profitable website community 90 days ago.
I was an orphan at 11, lived in foster homes and group homes and became an emancipated minor at 17. I was poor; yet I have raised millions and owned over 27 business which I invented, started, funded… I have employed hundreds of people, made clients like VistaPrint and RISMedia wealthy by putting them on top of organic search…
None of this was possible without money, and I had none, no credentials, no backing…
Welcome to the United States of America: you can start as many business as you like as often as you like, and raise money from whomever will invest in you: it is called Venture Capital and it is where all the companies on the stock exchanges came from.
More often than not, the entrepreneur is someone like me: and the money is coming from investors; you start a company by filing documents and raise as much as you want if you know how; raise it from whomever believes in you.
You can pursue a life and occupation that is fulfilling and wonderful for you: without owning my own business I could not have done all the wonderful things I have done: and, since I was not born with money, I could not have done much of it without somebody else’s money!
No Ivy-League contacts or formal education advantages for me: the only person willing to see me as I saw myself, in the beginning, was me; nobody knew I had a photographic memory or the ability to read the market. So I quit my job, printed up a homemade business card, and proved it! I raised money and supported myself as we grew: and you can do it too! Here is a template I am building out: there are three main exemptions from the federal securities laws that allow you to raise money this way:
- REGULATION D Rule 504 – raise up-to $1,000,000 from whomever will give it too you – up to 35 small investors, unlimited number of ‘Accredited’ ones
- REGULATION D Rule 505 – in some states, these private offerings can even be advertised publicly: it is called a Limited Offering, and can only be sold withing a state.
- REGULATION D Rule 506 – raise an almost unlimited amount from an unlimited number of investors who are rich enough or qualified to be exempt from protection.
We are preparing a REGULATION D Rule 504 offering at UpLog.org; not because we need it (we are already cash-flowing), but because we can spend it on expansion and pour fuel on the fire: you can use it as a template if you like to add in your proprietary business plan: in your area or niche: since Web-based start-ups are not capital intensive and can be highly profitable, they make perfect private placements to capitalize an idea that seems to be working:
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
UpLog.org Media Agency, LLC
A Delaware Limited Liability Corporation
There is no minimum offering and there will be no escrow (see Risk Factors)
$1 per Membership Unit
MINIMUM PURCHASE – 5000 Units
UpLog.org Media Agency, LLC, a Delaware Limited Liability “Manager-Managed” Company, is offering a
minimum of Five thousand (5000) and a maximum of five hundred thousand (500,000) membership units for $1
per unit. The offering price per unit has been arbitrarily determined by the Company.
See “Risk Factors: Offering Price”
THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK.
ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT
SHOULD INVEST IN THESE UNITS
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE
STATE OF DELAWARE, OR UNDER THE SECURITIES LAWS OF ANY OTHER
STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION
PROVIDED BY THE ACT AND REGULATION D RULE 504 PROMULGATED
THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.
Sale Price (1) Selling Commissions(2) Proceeds to Company (3)
Per Unit $1 $.10 $.90
Minimum $5000 $500.00 $4,500.00
Maximum $500,000 $50,000.00 $450,000.00
Startup Stock Ownership:
Total before offering 750,000 shares
Maximum Offering Amount 500,000 shares
If maximum ($450,000) is raised: total: 1,250,000 shares
UPLOG.ORG MEDIA AGENCY, LLC
(1) The Company reserves the right to waive the minimum subscription for any Investor. The Offering is not underwritten. The Units are offered on a “best efforts” basis by the Company; through its officers and directors. The LLC arbitrarily established the Price of the Membership interests offered herein, including the conversion Value. The Offering Price does not bear relationship to the assets, book value, historical earnings, or net worth of the LLC. All proceeds from the sale of the Units will be deposited into the Company’s bank account upon the each subscription received. For trademark, asset protection, and Tax purposes the Company may elect to set up separate LLC ‘s and bank accounts for each separate Confidential local to the city it commences operations in and all investors will be notified of such accordingly. The Company has set a minimum offering amount of 1 Units with minimum gross proceeds of $5,000 for this offering and the maximum gross proceeds of $500,000. In the event the Company will not be able to raise the minimum amounts within the duration of the time period, the Company will NOT return ALL proceeds plus interest to Investors. The Company will use all funds at its discretion upon the Minimum offering amount. In the event the Company receives subscriptions by prospective investors that far exceeds the maximum offering amount, the Company will increase the maximum offering amount to allocate funds for additional expansion, since the market the company seeks is potentially large.
(2) The Company may also pay a ten percent (10%) commission to any licensed NASD broker-dealer for placing any of the Units. The Company may also use the services of a non-registered “finder” which may consist of either 1-5% of the final proceeds, including Management’s fees of a direct placement with investors. All finders will disclose their fees and association to any prospective purchaser. The
Company reserves the right to pay expenses related to this Offering from the proceeds of the Offering.
See “PLAN OF PLACEMENT” and “USE OF PROCEEDS” section.
(3) The Offering will terminate on the earliest of (a) the date the Company, in its discretion, elects to terminate, or (b)the date upon which all Units have been sold, or (c) March 30, 2012, or such date
As may be extended from time to time by the Company, but no later 60 days thereafter (the “Offering
THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY
SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY
OF THE SECURITIES WILL BE SOLD.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH
REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED,
THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT
HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD,
SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE
SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S MEMBERSHIP UNITS AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE UNITS WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE UNITS PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE UNITS IS BEING UNDERTAKEN PURSUANT TO RULE 504 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE UNITS, WHICH ARE PURCHASED PURSUANT HERETO, MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.
No person is authorized to give any information or make any representation not contained in the
Memorandum and any information or representation not contained herein must not be relied upon. Nothing
in this Memorandum should be construed as legal or tax advice.
The Management of the Company has provided all of the information stated herein. The Company makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results.
No general solicitation or advertising in whatever form will or may be employed in the offering of the securities, except for this Memorandum (including any amendments and supplements hereto), the exhibits hereto and documents summarized herein, or as provided for under Regulation D of the Securities Act of
1933. Other than the Company’s Management, no one has been authorized to give any information or to make any representation with respect to the Company o r the Units that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum.
This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws. This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any prospective investor less than the number of units subscribed for by such prospective investor. This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor to whom this Memorandum is delivered by the Company and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the Company if the prospective investors’ subscription is not accepted or if the Offering is terminated. By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own; thorough investigation and due diligence before considering a purchase of the Units. The contents of
this Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL; NOR ANY STATE SECURITIES COMMISSION OR ANY REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESAL AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. 4 A. FOR ILLINOIS RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE SECRETARY OF STATE OF ILLINOIS OR THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. B. FOR FLORIDA RESIDENTS ONLY: EACH FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN HAS THE RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND ON ALL MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICH EVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY; TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN THIS CONFIDENTIAL TERM SHEET INDICATING HIS, HER, OR ITS INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED. C. FOR NEW JERSEY RESIDENTS ONLY THIS OFFERING IS MADE IN RELIANCE UPON NEW JERSEY STATE SECURITIES STATUTES. THE NAMES, ADDRESSES, AND NUMBER OF UNITS AND AMOUNT PAID WILL BE FILED WITH THE STATE OF NEW JERSEY WITHIN 30 DAYS OF THE CLOSE OF THIS OFFERING. THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY FILING OF THIS OFFERING DOCUMENT WITH THE BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. D. FOR PENNSYLVANIA RESIDENTS ONLY PURSUANT TO SECTION 207(M) OF THE PENNSYLVANIA SECURITIES ACT OF 1972, EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION 209(D), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THE ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY), OR ANY OTHER PERSON WITHIN 2 BUSINESS DAYS AFTER THE ISS UER RECEIVES A SIGNED SUBSCRIPTION AGREEMENT TO ACCOMPLISH THIS WITHDRAWAL, THE COMPANY RECOMMENDS THAT A SUBSCRIBER SEND A LETTER OR TELEGRAM INDICATING HIS OR HER INTENTION TO WITHDRAW TO THE COMPANY AT THE ADDRESS OF THE COMPANY SET FORTH IN THIS MEMOR ANDUM. SUCH A LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END OF THE SECOND BUSINESS DAY THUS. IF A SUBSCRIBER ELECTS TO SEND SUCH A LETTER, IT IS PRUDENT TO SEND IT BY CERTIFIED OR REGISTERED MAIL AND RETURN RECEIPT REQUESTED, TO INSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED.SHOULD A SUBSCRIBER MAKE THIS REQUEST ORALLY, THE COMPANY RECOMMENDSTHAT HE/SHE REQUEST A WRITTEN CONFIRMATION FROM THE COMPANY: THAT THE REQUEST HAS BEEN RECEIVED WITHIN THE PRESCRIBED TIME. E. FOR CONNECTICUT RESIDENTS ONLY THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT UNIFORM SECURITIES ACT AND THEREFORE CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 5F. FOR NEW YORK RESIDENTS ONLY THIS OFFERING MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF TH E OFFERING ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. G. FOR COLORADO RESIDENTS ONLY THIS INFORMATION IS DISTRIBUTED PURSUANT TO AN EXEMPTION FOR SMALL OFFERINGS UNDER THE RULES OF THE COLORADO SECURITIES DIVISION. THE SECURITIES DIVISION HAS NEITHER REVIEWED NOR APPROVED ITS FORM OR CONTENT. THE SECURITIES DESCRIBED MAY ONLY BE PURCHASED BY ACCREDITED INVESTORS IN THE STATE OF COLORADO AS DEFINED BY RULE 504 OF THE SECURITIES ACT. H. FOR OKLAHOMA RESIDENTS ONLY THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE OKLAHOMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE OKLAHOMA SECRETARY OF STATE; NOR THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, NOR HAS APPROVED OR DISAPPROVED OF THIS OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMENDS THE PURCHASE OF THESE OR ANY OTHER SECURITIES.THERE IS NO ESTABLISHED MARKET FOR THESE SECURITIES AND THERE MAY NOT BE ANY MARKET FOR THESE SECURITIES IN THE FUTURE. THE SUBSCRIPTION PRICE OF THE SECURITIES HAS BEEN ARBITRARILY DETERMINED BY THE ISSUER AND MAY NOT BE AN ACCURATE INDICATION OF THE ACTUAL VALUE OF THE SECURITIES. THE PURCHASER OF THESE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDS AND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF HIS OR HER INVESTMENT. THESE SECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE YEAR EXCEPT IN A TRANSACTION THAT IS EXEMPT UNDER THE OKLAHOMA SECURITIES ACT OR IN A TRANSACTION THAT IS IN COMPLIANCE WITH THE OKLAHOMA SECURITIES ACT. I. FOR CONNECTICUT RESIDENTS ONLY ANY OFFER OR SALE OF A SECURITY IN A TRANSACTION (OTHER THAN AN OFFER OR SALE TO A PENSION OR PROFIT SHARING TRUST OF THE ISSUER) WHICH MEETS EACH OF THE FOLLOWING CRITERIA: SALES ARE NOT MADE TO MORE THAN 35 PERSONS (EXCLUDING ANY OFFICER, DIRECTOR, OR AFFILIATE OF THE ISSUER AND ANY PURCHASER WHO THE COMMISSIONER DESIGNATES BY RULE); ALL PERSONS (NOT INCLUDING THOSE PURCHASERS DESCR IBED BELOW WHICH ARE EXCLUDED FROM THE COUNT OF 35) MUST EITHER HAVE A PRE -EXISTING RELATIONSHIP WITH THE OFFEROR OR ANY OF ITS PARTNERS, OFFICERS, DIRECTORS, OR CONTROLLING PERSONS, OR BY REASON OF THEIR BUSINESS OR FINANCIAL EXPERIENCE OR THE BUSINESS OR FINANCIAL EXPERIENCE OF THEIR PROFESSIONAL ADVISORS WHO ARE UNAFFILIATED WITH AND WHO ARE NOT COMPENSATED BY THE ISSUER OR ANY AFFILIATE OR SELLING AGENT OF THE ISSUER, COULD BE REASONABLY ASSUMED TO HAVE THE CAPACITY TO PROTECT THEIROWN INTERESTS IN CONNECTION WITH THE TRANSACTION. THE PURCHASER MUST REPRESENT THAT HE IS PURCHASING FOR HIS OWN ACCOUNT (OR A TRUST ACCOUNT IF HE IS A TRUSTEE) AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITY; AND NO ADVERTISING IS USED IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITY. A NOTICE, CONSENT TO SERVICE OF PROCESS, AND A FILING FEE MUST BE FILED WITH THE COMMISSIONER NO LATER THAN 15 CALENDAR DAYS AFTER THE FIRST SALE OF A SECURITY IN THIS STATE. IF IN CONNECTION WITH THE TRANSACTION THE ISSUER IS FILING A NOTICE WITH THE SEC PURSUANT TO SECTION 4(6) OR REGULATION D, THE NOTICE TO CONNECTICUT MAY BE A COPY OF THE FORM FIRST FILED PURSUANT TO SECTION 4(6) OR REGULATION D. OTHERWISE, THE NOTICE SHALL BE IN THE FORM SPECIFIED IN RULE 260.102.14 OF THE CONNECTICUT CODE. NO NOTICE IS REQUIRED IF NONE OF THE SECURITIES ARE PURCHASED. J(6). FOR NEVADA RESIDENTS ONLY THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE NEVADA UNIFORM SECUR ITIES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
During the course of the OFFERING and prior to any sale, each offeree of the Units and his or her professional advisor(s), if any, are invited to ask questions concerning the terms and conditions of the
OFFERING and to obtain any additional information necessary to verify the accuracy of the information set forth herein. Such information will be provided to the extent the Company possess such information or can acquire it without unreasonable effort or expense.
K. FOR CALIFORNIA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATED TO THE LIMITED LIABILITY AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE CALIFORNIA CORPORATIONS CODE, IF SUCH REGISTRATION IS REQUIRED. CALIFORNIA SETS FORTH ADDITIONAL REQUIREMENTS ON INVESTORS. L. FOR WISCONSIN RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE WISCONSIN SECURITIES COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. M. FOR MISSOURI RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER PASSED ON THE ACCURACY, NOR ADEQUACY OF THIS PROSPECTUS. IT IS A FELONY T O SELL SECURITIES IN VIOLATION OF THE MISSOURI SECURITIES ACT. N. FOR HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THE SECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. O. FOR MICHIGAN RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MICHIGAN SECURITIES ACT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER THAT ACT OR EXEMPTION THERE FROM P. FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED; AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT 7 UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR I. SUMMARY OF THE OFFERING:
The following material is intended to summarize information contained elsewhere in this Limited Offering Memorandum (the Memorandum). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Membership Units.
UpLog.org Media Agency, LLC (“The Company”) is seeking to raise $500,000
To finance the expansion worldwide of UpLog.org Local News Advertising Agency
UpLog.org Media Agency, LLC is a startup company based on the successful 90 days launch of a Social Media Business o Business Blog Network as a ‘˜Social Media and Local News Advertising Agency Network’; a new twist on social media marketing with the bloggers collaborating together to create real content and become their own lead generator. UpLog.org Media Agency, LLC (the Company) is a restart of the companies and systems employed by Israel Rothman is a series of companies over the past 10 years to promote clients and to create traffic and rankings for their websites and businesses.
Mr. Rothman (the founder) is contributing Social Media Systems.com and .org websites, Uplog.org website, the Hostgator.com server, the existing clientele and cash flow left over from the previous business and the best of his modern systems and assets online that are used to generate his business.
Mari Mae ______ of Manila, Philippines has been working with Mr. Rothman for over one year, as he planned the rebirth of his company and trained her to take over as CTO
Cheryl Tailor CRM, HR has been helping Mr. Rothman since the beginning of Uplog.org and will answer directly to Mr. Rothman and Manage the Client Base and the representatives.
Melinda Pearson – Hand -picked by Israel Rothman to head up eastern division as Sales Manager
Wendy Nichols COO – an early stage client and early adopter, Wendy is investing $50,000 and participating in running the quickly expanding company.
DELAWARE LIMITED LIABILITY COMPANY OPERATING AGREEMENT
UpLog.org Media Agency, LLC
This Company Agreement of this UpLog.org Media Agency, LLC is organized pursuant to Chapter 18, of the Delaware Limited Liability Act, is entered into and shall become effective as of the Effective Date by and among the Company and the persons executing this Agreement as Members. It is the Members express intention to create a limited liability company in accordance with the Act, as currently written or subsequently amended or redrafted. Therefore, all provisions of this document shall be construed consistent with the intent hereby described of the Members. Accordingly, in consideration of the conditions contained herein, he/she/they agree as follows:
ARTICLE 1 – Company Formation
1.1 FORMATION. The Members hereby form a Limited Liability Company (“Company”) subject to the provisions of state law as currently in effect as of this date. Articles of Organization shall be filed with the Secretary of State.
1.2 REGISTERED OFFICE AND AGENT. The name and address of the initial Delaware registered agent for service of process shall be stated in the Delaware LLC Certificate of Formation.
1.3 TERM. The Company shall continue for a perpetual period.
(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for dissolution; or
(b) Any event which makes it unlawful for the business of the Company to be carried on by the Members; or
(c) Any other event causing dissolution of this Limited Liability Company under applicable state laws.
1.4 CONTINUANCE OF COMPANY. Notwithstanding the provisions of ARTICLE 1.3, in the event of an occurrence described in ARTICLE 1.3(c), if there are at least one remaining Member(s), said remaining Member)s) shall have the right to continue the business of the Company
1.5 BUSINESS PURPOSE. The Company shall conduct any and all lawful business deemed appropriate to execute the company’s objectives.
1.6 PRINCIPAL PLACE OF BUSINESS. The location of the principal place of business of the Company shall be as stated in the Delaware certificate of formation or at a location as the Managers select.
1.7 THE MEMBERS. The name and place of residence of each member are listed below at Certification of Members. Members are the owners of this company.
1.8 ADMISSION OF ADDITIONAL MEMBERS. Any authorized Shares in UpLog.org Media Agency, LLC (hereinafter “The Company”) which are not yet issued may be sold at will at the sole discretion of the managing member, within the limitations of the laws of the state of Delaware.
ARTICLE II – Capital Contributions
2.1 INITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital and the company shall keep record of the amount each contributed.
2.2 ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member shall be obligated to make any additional contribution to the Company’s capital.
Profits, Losses and Distributions
3.1 PROFITS/LOSSES. For financial accounting and tax purposes the Company’s net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member’s relative capital interest in the Company, and as amended from time to time in accordance with Treasury Regulation 1.704-1.
3.2 DISTRIBUTIONS. Â§18-601-607, The Members shall determine and distribute available funds annually or at more frequent intervals as they see fit. Available funds, as referred to herein, shall mean the net cash of the Company available after appropriate provision for expenses and liabilities, as determined by the Managers. Distributions in liquidation of the Company or in liquidation of a Member’s interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704-l(b)(2)(ii)(b)(2). To the extent a Member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704-l(b)(2)(ii)(d).
Operating Agreement ‘” Page 8 | UpLog.org Media Agency, LLC 03/10/11
4.1 MANAGEMENT OF THE BUSINESS. This company shall be manager managed. The initial elected managers are set forth in the articles of organization filed with the appropriate State agency. If the appropriate State agency does not require the Managers names be set for the in the Delaware certificate of formation, or the organizer elects not to set forth the names of the Managers in the Delaware certificate of formation, the Members may elect the Managers in this agreement in the certification of Managers. Members holding a majority of the capital interests in the Company may elect Managers as the Members determine. Managers listed in the Delaware certificate of formation and/or this agreement will serve as the Managers of this company until a meeting of members is held and new Manager(s) elected.
4.2 MEMBERS. Members shall not take part in the operation of the Company’s affairs, unless they are elected Managers.
4.3 POWERS OF MANAGERS. The Managers, as authorized by Members, will make decisions as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s assets; (f ) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of their management powers, the Managers are authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; and, (d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing.
4.4 NOMINEE. Title to the Company’s assets shall be held in the Company’s name or in the name of any nominee to whom the Managers may designate. The Managers shall have power to enter into a nominee agreement with any such person, and such agreement may contain provisions indemnifying the nominee, except for his willful misconduct.
4.5 COMPANY INFORMATION Upon request, the Managers shall supply to any member information regarding the Company or its activities. Each Member or his authorized representative shall have access to and may inspect and copy all books, records and materials in the Manager’s possession regarding the Company or its activities. Exercise of the rights contained in this ARTICLE 4.6 shall be at the requesting Member’s expense.
4.6 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or result in loss or damage to the Company or the Members if done in good faith to promote the best interests of the Company, shall not subject the Managers to any liability to the Members
4.7 INDEMNIFICATION. The Company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Member of the Company, Manager, employee or agent of the Company, or is or was serving at the request of the Company, for instant expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the Members determine that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Company, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contender” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful.
4.8 RECORDS. The Managers shall cause the Company to keep at its principal place of business or at another location agreeable by the Members, the following:
(a) A current list in alphabetical order of the full name and the last known street address of each Member;
(b) A copy of the Certificate of Formation and the Company Operating Agreement and all amendments;
(c) Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years: there are no current records at this filing as the company is a start-up.
5.1 MANAGEMENT FEE. Any Manager rendering services to the Company shall be entitled to compensation commensurate with the value of such services as all members agree upon.
5.2 REIMBURSEMENT. The Company shall reimburse the Managers or Members for all direct out-of-pocket expenses incurred by them in managing the Company.
6.1 BOOKS. The Managers shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business or at another location agreeable by the Members. Such books shall be kept on such method of accounting as the Managers shall select. The company’s accounting period shall be the calendar year.
6.2 MEMBER’S ACCOUNTS. The Managers shall maintain separate capital and distribution accounts for each member. Each member’s capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704-l(b)(2)(iv) and shall consist of his initial capital contribution increased by:
(a) Any additional capital contribution made by him/her;
(b) Credit balances transferred from his distribution account to his capital account; and decreased by:
(a) Distributions to him/her in reduction of Company capital;
(b) The Member’s share of Company losses if charged to his/her capital account.
6.3 REPORTS. The Managers shall close the books of account after the close of each calendar year, and shall prepare and send to each member a statement of such Member’s distributive share of income and expense for income tax reporting purposes.
7.1 ASSIGNMENT. Â§18-701-705. If at any time a Member proposes to sell, assign or otherwise dispose of all or any part of its interest in the Company, Member shall comply with the following procedures:
(a) First make a written offer to sell such interest to the other Member(s) at a price determined in writing. At this point exiting member may not make this intention publicly known. If such other Members decline or fail to elect such interest within sixty (60) days, the exiting member may advertise its membership interest for sale as it sees fit.
(b) If a member has a buyer of members interest, the other current member(s) have first right of refusal to purchase the exiting members interest for the agreed purchase price. If there are more than one current remaining members, remaining members may combine funds to purchase the exiting members interest. Exiting member must show that potential purchaser has full certified funds, or the ability to get full certified funds before the first right of refusal period starts. Current members have 60 days to buy exiting members interest if they so desire.
(c) Pursuant to the applicable law, current members may unanimously approve the sale of exiting members’ interests to grant full membership benefits and functionality to the new member. The current remaining members must unanimously approve the sale, or the purchaser or assignee will have no right to participate in the management of the business, affairs of the Company, or member voting rights. The purchaser or assignee shall only be entitled to receive the share of the profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. Exiting member must disclose to buyer or assignee if current members will not approve the sale.
7.2 VALUATION OF EXITING MEMBERS INTEREST. If a member wants to exit the LLC, and does not have a buyer of its membership interest, exiting member will assign its interest to current members according to the following set forth procedures:
(a) A value must be placed upon this membership interest before assigned.
(b) If exiting member and current members do not agree on the value of this membership interest, exiting member must pay for a certified appraiser to appraise the LLC company value, and the exiting members’ value will be assigned a value according to the exiting members’ interest percentage.
(c) The current members must approve the certified appraiser used by exiting member. Current members have 30 days to approve the exiting members certified appraiser. If Operating Agreement – 7
current members disapprove the certified appraiser, they must show evidence to support their disapproval of the certified appraiser as a vendor qualified to make the LLC business appraisal. Current members may not stall the process by disapproving all certified appraisers.
(d) Upon completion of a certified appraiser placing a value on the LLC, a value will be placed on exiting members’ interest according to exiting members’ percentage of membership interest.
(e) If current members disagree with the value placed on exiting members’ interest, current members must pay for a certified appraiser to value the LLC and exiting members’ interest according to the same terms.
(f) Current members’ appraiser must be completed within 60 days or right of current members to dispute the value of exiting members interest expires.
(g) Upon completion of current members certified appraiser, the exiting member must approve the value placed on exiting members’ interest. Exiting member has 30 days to approve this value.
(h) If exiting member does not approve current members’ appraiser value, the value of the LLC will be determined by adding both parties’ values, then dividing that value in half, then creating the value of the exiting members’ interest according to the exiting members’ percentage of membership interest.
7.2 DISTRIBUTION OF EXITING MEMBERS INTEREST. Upon determination of exiting members’ interest value, the value will be a debt of the LLC. The exiting member will only be able to demand payment of this debt at dissolution of the LLC or the following method:
(a) LLC will make timely payments.
(b) LLC will only be required to make payments towards exiting members’ debt if LLC is profitable and passed income to current members.
(c) LLC must make a debt payment to exiting member if LLC passed income of 50% of the total determined value of the exiting members’ interest in one taxable year. (Example: If exiting members’ value was $100,000 and current member(s) received $50,000 taxable income in the taxable year, the LLC would owe a debt payment to exiting member. If current member(s) only received $90,000 in passed income, there would be no payment due.)
(d) Debt payment must be at least 10% of the value of the passed income to current LLC members. (e) LLC must make payment to exiting member within 60 days of the end of the taxable year for the LLC.
(f) Payment schedule will continue until exiting members debt is paid by LLC.
(g) If LLC dissolves, exiting member will be a regular debtor and payment will follow normal LLC dissolution payment statutes.
(h) Exiting members’ value of membership interest it assigned current members may NOT accrue interest. LLC can pay off amount owed to exiting member at any time if it so desires.
7.3 LISTING OF MANAGERS
Title 6, Subtitle II of Chapter 18, Delaware Limited Liability Company Act, The undersigned hereby agree, to serve as managers for this LLC.
Signed this _____ day of ____________________, 20_____.
Israeli Rothman Chief Executive Manager (CEM) Founding Member, Managing Member
998 Church Street Apt. 46
Ventura California 93001
Chief Executive Manager Signature _________________________________Date: _____/______/__________
Ownership: 300,000 No-Par Membership Shares
Mr. Rothman will make all the decisions in the new company within the parameters of the laws of Delaware and U.S. Federal Law; not withstanding any circumstance which my render him unable physically or mentally to do so.
Mari Mae _______ Chief Technical Officer (CTO)
Chief Technical Officer Signature _________________________________Date: ______/______/__________
150,000 No-Par Membership Shares
Cheryl Taylor Human Resources Manager (HR)
Cheryl Taylor Human Resources Manager (HR) Signature _____________________Date: ______/______/_____
100,000 No-Par Membership Shares
CERTIFICATION OF MEMBERS
Title 6, Subtitle II, Chapter 18, Delaware Limited Liability Company Act, The undersigned hereby agree, acknowledge and certify to adopt this Operating Agreement.
Signed this _____ day of ____________________, 20_____.
____________________________ Signature _________________________________ Printed Name
_____________________________ Signature _________________________________ Printed Name
_____________________________ Signature _________________________________ Printed Name
Melinda Pearson, Sales Manager
49 Rogers Rd, Hyde Park, NY 12538
_____________________________ Signature _________________________________ Printed Name
_____________________________ Signature _________________________________ Printed Name
_____________________________ Signature _________________________________ Printed Name
_________________________________ Address 03/10/11
Let me know if you want the formatted word document and supporting documents (subscription agreements etc) when they are done – I will be happy to send them to you free of charge: [email protected]
You can also buy an updated full set of documents to do this in any state at PPMFAST.com
From the 2011 Rothman Guide
Update: October 21 2012 – we found financing for now within one week of circulating a preliminary draft prior to incorporation.