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Small Change

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Test-the-Waters Intake

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Required Company Disclosures

At any time before the filing of an offering statement, an issuer may communicate orally or in writing to determine whether there is any interest in a contemplated securities offering. Such communications are deemed to be an offer of a security for sale for purposes of the antifraud provisions of the Federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until the offering statement is filed.

The communications must:

  1. State that no money or other consideration is being solicited, and if sent in response, will not be accepted;
  2. State that no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is filed and only through an intermediary’s platform; and
  3. State that a person’s indication of interest involves no obligation or commitment of any kind.
    1. Your answers below will be used to create a testing the waters listing page.

General Information

You can save this form and come back to it later. But you can’t save uploads, so be sure to keep documents on your desktop until you are ready to submit!!
Your name*
Your email address*
Have you opened a Small Change account?*
If not, go to this link and open an account: https://www.smallchange.co/users/sign_up.
Your title should be no more than 3 words, preferably two. Pick something upbeat to describe what you are trying to accomplish.

Basic Information About the Company

By Issuing Company, we mean the entity that will conduct the offering.
Is (or will) the Company be a Delaware LLC?*
If the answer is no, additional legal fees may be incurred. We encourage you to use a Delaware LLC for this offering if possible.
Has the Company been created yet?*
What is the Company's mailing address? Or what will it be?*
Drop files here or
Accepted file types: pdf, png, jpg, Max. file size: 50 MB.

    Director and Officers of the Company

    Is (or will) the Manager of the Company be a person, or another Company?*
    What's their name*
    Who will control the Managing Company?*
    If the Managing Company is an LLC then typically the title will be Manager or Managing Member.
    Drop files here or
    Max. file size: 50 MB, Max. files: 5.

      The Company's Business and Business Plan

      Upload the latest version of your business plan. At a minimum this must include:

      1. a project narrative,
      2. a market narrative,
      3. a team narrative or your bio,
      4. big picture projections for the project, and
      5. anything else you think is important

      Please provide this in original word, excel or powerpoint format for our formatting purposes along with a pdf.

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

        Other Marketing Materials

        Upload any other images you would like added to your listing page.

        Drop files here or
        Accepted file types: jpg, png, Max. file size: 50 MB.
          This field is for validation purposes and should be left unchanged.

          Answering these questions will provide all of the information we need to list your Test-the-Waters campaign.

          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.

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

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          IMPORTANT MESSAGE: 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. INVESTMENTS ON SMALL CHANGE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.

          This website, smallchange.co, which we refer to as the “Site,” is used by two different companies:  NSSC Crowd, LLC, which we refer to as “NSSC Crowd,” and NSSC Funding Portal, LLC, which we refer to as “NSSC Funding Portal.” NSSC Crowd offers investments in real estate projects under Rule 506(c) of the Securities and Exchange Commission (SEC). These investments are offered to accredited investors only. NSSC Funding Portal, which is a licensed Funding Portal, offers investments in real estate projects under Regulation Crowdfunding, which is also known as Title III Crowdfunding. These investments are offered to everyone.

          By using this Site, you are subject to our Terms of Use and our Privacy Policy. Please read these carefully before using the Site.

          A crowdfunding investment involves risk. You should not invest any funds in the offerings listed on this Site unless you can afford to lose your entire investment.

          Although our Site offers investors the opportunity to invest in real estate projects and companies, we do not make recommendations regarding the appropriateness of a particular opportunity for any particular investor. We are not investment advisers. Investors must make their own investment decisions, either alone or with their personal advisors. Real estate can be risky and unpredictable. For example, many experienced, informed people lost money when the real estate market declined in 2007-8. Time has shown that the real estate market goes down without warning, sometimes resulting in significant losses. Some of the risks of investing in real estate include changing laws, including environmental laws; floods, fires, and other Acts of God, some of which can be uninsurable; changes in national or local economic conditions; changes in government policies, including changes in interest rates established by the Federal Reserve; and international crises. You should invest in real estate in general, and in the opportunities listed at the Site in particular, only if you can afford to lose your investment and are willing to live with the ups and downs of the real estate industry.

          We provide financial projections for some of the investment opportunities listed on the Site. All such financial projections are only estimates based on current conditions and current assumptions. The actual result of any investment is likely to be different than the original projection, often by a large amount.

          Neither we nor anyone else guarantees the results reflected in financial projections. Neither the Securities and Exchange Commission nor any state agency has reviewed the investment opportunities listed on the Site.

          Thank you for using the Site. If you have questions, please contact us at [email protected].

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