The plan is to purchase/finance several real estate properties, and invest in those properties for the purpose of farming Hemp.
Then use Hemp Farming, and our patent pending processing methods, to increase the value of the properties, so we can then leverage those properties for expansion.
Now, understanding that we will have a 17 year exclusivity on our patent pending processing methods, it is also important to understand that we will receive a 250% yield on our hemp, whereas others receive a 10% yield.
And we don't see very many economic risks here. Meaning, we see a conservative real estate investment being made, and we see a hemp farming program being operated under federal law, so as to increase the value of those properties. And we see that the acceptance of the products are being increased by others.
Now, as far as the total investment needed, I have estimated it to be $13M (as a convertible note), but we will require an addition $24M REIT investment for $55M worth of real estate financing, starting year two. In addition, we will leverage that $13M into: $9M in equipment leasing, and $6.1M in property financing...
And we will launch a Media Company that will handle the online marketing, the video journalism, as well as the Hemp Science Magazine. And finally, we ask that you please take a look at the financial modeling spreadsheet, and that we go over it via Skype.
Under the 506c Reg D, a $500 fee is required to register form D with the State of New York. And we can offer a convertible note under this exemption, and there are no limits on capital, or accredited investors; and we can openly solicit.
And we can always do Convertible Debt Financing, but the money would have to be $13M with interest only payments until conversion, and with a contracted valuation formula for exiting and buyback of shares.
Then again, we can do a direct sale of shares under the 506c Reg D, and add a royalty (with a cap) onto the agreement, to insure their ROI.
Finally, we can do all of these kinds of financing, and then a year later, we register our next round of capital raising under the Reg A+ deal for another $20M (500,000 shares at $40.00 per share).
This is a noble mission, and I have created an excellent plan to accomplish this. However, we require $13M to get this thing off the ground; in angel/seed capital.
Under Exemption 506c Reg D, we can do a private placement for our Series A Funding of $50M:
"An unlimited amount of money may be raised in offerings relying on a Rule 506 exemption. And an issuer relying on Rule 506 may sell to an unlimited number of accredited investors."
An individual will be considered an accredited investor if he or she:
Regulation D contains Rule 506, which establishes exemptions from Securities Act registration. The only filing requirement under this exemption is the requirement to file a notice on Form D with the SEC.
The notice must be filed within 15 days after the first sale of securities in the offering. Many states also require the filing of a Form D notice in a Regulation D offering.
The main purpose of the Form D filing is to notify federal (and state) authorities of the amount and nature of the offering being undertaken in reliance upon Regulation D.
Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption of Section 4(a)(2) of the Securities Act. Companies relying on the Rule 506 exemption can raise an unlimited amount of money.
Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:
Purchasers of securities offered pursuant to Rule 506 receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them.
Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a "Form D" electronically with the SEC fifteen days after they first sell their securities.
Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company.
Under Regulation A+ (Tier 1), we can do a public offering for our Series B Funding of $20M:
Historically, only Accredited Investors (the wealthiest 2% of Americans) have been legally permitted to invest in startups. However, Title IV of the JOBS Act (also known as Regulation A+) recently went into effect. This allows Non-Accredited Investors to invest in startups. We are now working with our attorneys to offer shares under Regulation A+. We are excited to bring private, pre-IPO investment opportunities to you.
What is Regulation A?
On April 5, 2012, President Obama signed a landmark piece of legislation called The JOBS Act, allowing entrepreneurs to go to the crowd and publicly advertise their capital raises. On June 19, 2015, three years after the JOBS Act was signed, Title IV (Regulation A+) of the JOBS Act went into effect, allowing private early-stage companies to raise money from the public. Startups can now use a Mini-IPO under Reg A+ to turn their customers into investors.
Reg A+ is a type of offering which allows private companies to raise up to $50 Million from the public (up to $20M with less regulation). Companies looking to raise capital via Reg A+ will first need to file their review (or audited) financials with the SEC and get approval before launching their offering. The costs associated with a Reg A+ offering are much lower than a traditional IPO and the ongoing disclosure requirements are much less burdensome, effectively making a Reg A+ offering a mini-IPO.
Preparing the Reg A Offering
Once a company decides to pursue a Mini-IPO, our Attorney's will work to get regulatory approval. This process involves drafting offering documents and receiving the go-head from the SEC.
After a company has decided to pursue a mini-IPO, they will need to draft a Form 1-A with the help of an Attorney, and obtain reviewed or audited financials. After filing the Form 1-A, we will work with our attorneys to respond to any comments from the regulators and then file the final offering circular after receiving the final go-head from the SEC.
Launch the Raise
Once regulatory qualification has been received, the company may launch its mini-IPO. Many online platforms have been engineered to seamlessly accept investments online, including verifying investor identities, performing anti-money-laundering checks on investors, facilitating investment document execution, funds transfer and regulatory compliance.
Throughout the Reg A+ offering, our attorneys will work to effectively market the campaign, manage investor relations, and facilitate online investments at sale.
Our attorneys will manage the entire closing process and ensure that all legal and regulatory obligations are met. The funds from the investors will be transferred to the company upon completion of each offering. Additionally, our attorneys will help the investors to collaborate online before and after closing the round.
Foreign Investment Tax
The tax implications for a foreign investor will depend on whether that person is classified as a resident alien or a non-resident alien. To be considered a non-resident alien, a person must meet several guidelines. First of all, the person cannot have had a green card at any time during the relevant tax reporting period (e.g 2005) and cannot have resided in the U.S. for more than 183 days in the past three years, including the current reporting period. However, non-U.S. citizens who hold green cards and have been in the U.S. for more than 183 days are classified as resident aliens for tax purposes and are subject to different guidelines than non-resident aliens.
If you fall under the non-resident alien category and the only business you have in the U.S. is in investments (stocks, mutual funds, commodities) within a U.S. dollar-denominated brokerage firm or other agent, you are subject to the following tax guidelines. In terms of capital gains, non-resident aliens are subject to no U.S. capital gains tax, and no money will be withheld by the brokerage firm.
\This does not mean, however, that you can trade tax free - you will likely need to pay capital gains tax in your country of origin. In terms of dividends, non-resident aliens face a dividend tax rate of 30% on dividends paid out by U.S. companies. However, they are excluded from this tax if the dividends are paid by foreign companies or are interest-related dividends or short-term capital gain dividends. This 30% rate can also be lower depending on the treaty between your home country and the U.S., so it is important that you contact your brokerage firm to verify the rate. If you are a resident alien and hold a green card or satisfy the resident rules (183 days), you are subject to the same tax rules as any U.S. citizen.
For more information, see IRS Publication 519: U.S. Tax Guide For Aliens
Industrial Hemp is from the same species of plant that cannabis (marijuana) comes from. However, industrial hemp has an extremely low psychoactive ability. And that’s because THC levels in the medicinal cannabis flower is between five and ten percent. Whereas industrial hemp contains about one‐tenth of that; and is from a different variety.
The 2014 Farm Bill includes a provision that allows institutions of higher education to grow or cultivate industrial hemp. This provision allows universities to study industrial hemp for its possible future use as a commercial product. The federal provision also allows states (which have legalized hemp) to legally transport it globally.
To be autistic is to have a brain that is wired differently from the typical brain. And in most cases, the hippocampus and the amygdala are not ‘hooked‐up’ as well as the neurotypical brain. And these two regions of the brain are involved in processing emotion, and have a great influence on the ability to learn and retain memories.
This is a noble mission, and I have co-created an excellent plan to accomplish this. However, I require $30M in angel financing to get this thing off the ground. Meaning, if you are interested in doubling your money in 8 years, while making a tremendous social impact, then please contact me...
For this project will impact millions of lives in an evolutionary and radical way.
Sincerely, David H. Moore