Form C-AR Annual Report.

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227.202 Ongoing Reporting Requirements

A company that has sold securities in a Regulation Crowdfunding offering is required to provide an annual report no later than 120 days after the end of its fiscal year. This report must be filed with the SEC, on EDGAR, using Form C-AR; and also posted on the issuer’s website.

This annual report must include:

Financial statements for the fiscal year just ended, certified to be true and correct by the principal officer (e.g., CEO). But if the company has financial statements that have been either reviewed or audited by an independent CPA – for example, because a bank or other creditor required them for a loan – then the company must provide those instead. In that case, the certification by the principal officer isn’t required.
Updated versions of all the disclosures that were required by 227.201, paragraphs (a), (b), (c), (d), (e), (f), (m), (p), (q), (r), (s) and (x) on the original Form C.

A company may (but is not required to) stop preparing and filing annual reports when:

The company is required to file reports under Exchange Act Sections 13(a) or 15(d) (because it became a publicly-reporting company); or
The company has filed at least one annual report and has fewer than 300 holders of record of its securities; or
The company has filed at least three annual reports and has total assets that do not exceed $10 million; or
The company or another party purchases or repurchases all of the securities issued pursuant to Regulation Crowdfunding, including any payment in full of debt securities or any complete redemption of redeemable securities; or
The company liquidates or dissolves in accordance with state law.

A company that becomes eligible to stop preparing and filing annual reports and wishes to do so must file Form C-TR within five days of becoming eligible. In other words, if your company becomes eligible as soon as you file this report, then file the Form C-TR within five days of filing this report.

Your name*

First Last

Your email address*

Enter Email Confirm Email

What was your offering named?*

This is the title you used on your Small Change listing page.

§227.201 (a) Basic Information About the Company

What is the name of the Company (the "Company") that raised funds?*

Where was the Company formed?*

When was the Company formed?*

What kind of entity is the Company?*

Corporation

Limited Liability Company

Limited Partnership

What is the Company's mailing address?*

Street Address Address Line 2 City State ZIP Code

Where do you keep investors updated of the project or company's progress?*

Your annual report is to required to be posted here.

Did you use a special purpose vehicle (SPV) for your raise?*

Yes

What's the legal name of the SPV?*

Where was it formed?*

What is the SPV's address?*

Street Address Address Line 2 City State ZIP Code

§227.201 (b) Director and Officers of the Company

Is the Manager of the Company a person, or another Company?*

A person

Another Company

What's their name*

First Last

What's their title?*

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What is the name of the Managing Company?*

Who controls the Managing Company?*

First Last

What's their title?*

If the Managing Company is an LLC then typically the title will be Manager or Managing Member.

What's their email address?*

What's their mobile phone number?*

What's their home phone number?*

What's their home address?*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

What's their country of citizenship?*

What's their DOB*

Key Persons

This question asks for very specific information about each person who is an officer or director of the Company. By “officer,” we mean a President, Vice-President, Secretary, Treasurer, Chief Financial Officer, Comptroller, or Chief Accounting Officer.

Include anyone who serves in the role of an officer or director even if he or she doesn’t have the title.
If your Company is a LLC, include anyone who is a manager or an officer. If your LLC is managed by its members, include all members.
If your Company is a general partnership, include any individual who is a general partner or an officer.
Include officers and directors of the SPV if you are using one (and if they are different).

Upload a sheet with additional persons if you have more than two who fit this description.

IMPORTANT: If more than one key person, upload a word file with the same information for each person.

We will not be able to register your annual report without complete information.

Name*

First Last

Home address*

Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Country

Company position*

All positions with the Company and How Long for Each Position

Business experience during the last 3 years.*

Principal occupation during the last 3 years.*

Has this person been employed by anyone else during the last 3 years?*

Yes

List the name of the other employers and their principal business.*

§227.201(c) Each Person Who Owns 20% or More of the Voting Power.

This question asks for the name of each person who owns 20% or more of the voting power of the Company.

This should be based on current ownership at the time you’re filling this form with the SEC, not based on the ownership that will exist after your offering is closed.

If your Company is a corporation, make the 20% calculation based on who has the right to vote for the election of directors.
If your Company is a limited liability company managed by its members, make the 20% calculation based on who has the right to make decisions.
If your Company is a limited liability company managed by one or more managers, the manager(s) typically hold the “voting power.”
If your Company is a limited partnership, the general partner(s) typically hold the “voting power.”

List each person by name below.*

The rule only requires a name.

File

Max. file size: 50 MB.

§227.201 (d) The Company's Business and Business Plan

Upload an updated version of your business plan as of December 31, last year. Use the project narrative or decks in your registered offering to make updates wherever they are warranted. Please be thorough

Upload updated business plan*

Drop files here or

Accepted file types: jpg, png, doc, xlxs, xls, numbers, pdf, pptx, Max. file size: 50 MB, Max. files: 10.

§227.201(e) – Number of employees

This question asks only for the number of your employees, not their names.

This information should be based on current employees, not those you intend to hire with the proceeds of the offering.
Include both full-time and part-time employees.
Include only people who are W-2 employees for tax purposes. Don’t include people who are 1099 independent contractors.

How many employees does the Company currently have?*

§227.201(m) Terms of the Securities

In this section you will need to review the original Form C and provide updates to it, tracked in a word document.

Upload an updated §227.201(m) Terms of the Securities*

Drop files here or

Accepted file types: doc, Max. file size: 50 MB, Max. files: 3.

Upload any amendments to your LLC/Operating Agreement

Please highlight changes made

Drop files here or

Accepted file types: doc, pdf, Max. file size: 50 MB.

Review and upload any amendments to the Risks of Investing document.

Please highlight changes made

Accepted file types: doc, Max. file size: 50 MB.

§227.201(p) Indebtedness of the Company

You need to provide information on “material” indebtedness of the Company, meaning indebtedness that is significant relative to the value of the Company as a whole as of December 31 last year. In addition to the indebtedness listed in the table, you may also have miscellaneous “trade debt,” meaning debt to trade creditors like landlords, lawyers, and accountants.

Please list all of the debt below – do not leave anything out.

List all creditors below completing all fields.*

Creditor

Amount

Interest rate

Maturity date

§227.201(q) Other Offerings of Securities within the Last Three Years

If you’ve raised money from third parties, then you’ve conducted an offering of securities. Provide any such information for the last 3 years INCLUDING the funds your raised through Reg CF.

Don’t include money invested by the principals of the Company
Don’t include money you’ve borrowed from banks or other financial institutions
Don’t include credit card debt
Third parties includes friends and family members
Do include money you borrowed (not from banks or other financial institutions)

Have you raised funds for the Company over the last 3 years?*

Yes

Complete the list below*

Offering type

Began on

Amount raised

Are any of your offerings still open?*

Yes

§227.201(r) Transactions Between the Company and “Insiders”

The term “transaction” means any business transaction, including stock purchases, salaries, property rentals, consulting arrangements, guaranties, etc.

Include only transactions that occurred since the beginning of your last fiscal year (the one before the current fiscal year) and transactions that are currently planned.
Include only transactions that involved an amount of money (or other value) greater than 5% of the total amount you’ve raised in Regulation Crowdfunding during the last 12 months, plus the Target Offering Amount for the current Offering. For example, if you haven’t raised money using Regulation Crowdfunding before, and your current Target Offering Amount is $600,000, include only transactions that involved more than $30,000 each.
Include only transactions between the Company and:

Anyone listed in your answer to question 227.201(b); or
Anyone listed in your answer to question 227.201(c); or
If the Company was organized within the last three years, any promotor you’ve used; or
Any family member of any of those people, meaning a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent (meaning someone you live with and can’t stand), sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships; or
Any corporation or other entity in which any of those people owns an interest.

Upload updated transactions.*

Review the original registered Form C and provide updates in table form through December 31, last year.

Max. file size: 50 MB.

§227.201(s) The Company’s Financial Condition

The Company’s financial will be provided in the form of reports and as an update to §227.201(s).

Upload updated §227.201(s)*

Please provide in word doc format

Drop files here or

Accepted file types: doc, Max. file size: 50 MB, Max. files: 3.

Upload the last 2 years of income statements In GAAP format.*

Provide a statement that shows two separate columns for the last two calendar years if possible. These are required to be in GAAP format.

Drop files here or

Accepted file types: pdf, excel, Max. file size: 50 MB.

Upload the last 2 years of balance sheet in GAAP format.*

Provide a statement that shows two separate columns for the last two calendar years if possible. These are required to be in GAAP format.

Drop files here or

Accepted file types: pdf, Max. file size: 50 MB.

Upload the last 2 years of statement of cash flows in GAAP format.*

Provide a statement that shows two separate columns for the last two calendar years if possible. These are required to be in GAAP format.

Drop files here or

Accepted file types: pdf, excel, Max. file size: 50 MB.

Payment form – Form C-AR Annual report.*

Price:

Name

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Answering these questions will provide all of the information we need to help you complete your Form C-AR, the annual report you are required to filed with the SEC after you conduct a Reg CF offering.

Use the Form C that was filed for your offering as your starting point. Simply update the sections per this form to reflect progress your project has made since the offering closed.

You can save and return to this form if you bookmark the url. However, uploads cannot be saved, so wait until you are ready to submit before uploading them.

Your Form C-AR (and the appendices that will be attached to it) are required to be registered with the SEC by no later than April 30, the year after your offering closes. Accuracy and completeness is of utmost importance for this submission.

Where addendums are required (or if you need to provide a longer answer to a question), include all of them in a single, separate word and/or excel document, and upload before submitting this form.

We’ll do several things with the content of this form. First and foremost we’ll draft the Form C-AR for your review, comments and completion by you. Remember, this is your annual report.

All fields are required to be completed in order to submit.