AMENDMENT NO. 1

PRELIMINARY OFFERING CIRCULAR DATED SEPTEMBER 30, 2016

 JRD4256 Enterprises LLC

 

2927 Avenue D, Katy, Texas 77493

(562) 235-4402

up to
10,000,000 UNITS OF

LLC INTERESTS

SEE "SECURITIES BEING OFFERED" AT PAGE 22

* Does not include expenses of the offering, including costs of blue sky compliance, fees to be paid to Vstock Transfer LLC and the costs of creating an internet landing page for the offering. The company estimates that it will pay cash fees of $25,000 to Vstock Transfer at the Minimum Offering and cash fees of $100,000 to Vstock Transfer at the Maximum Offering. See "Plan of Distribution and Selling Security holders."

This offer will terminate on the earlier of November 1, 2016 (which date may be extended at the company's option) or the date when all units have been sold. The company has engaged Highlandstown Capital Advisors, Inc., as escrow agent to hold any funds that are tendered by investors, and assuming it sells a minimum of $5 million in units, may hold a series of closings at which the company receives the funds from the escrow agent and issues the units to investors. In the event the company has not sold the minimum amount of units by November 1, 2016, any money tendered by potential investors will be returned to them by the escrow agent.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See "Risk Factors" on page 3.

 

 

Sales of these securities will commence on approximately [September 30, 2016].

The company is following the "Offering Circular" format of disclosure under Regulation A Plus.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY'S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

TABLE OF CONTENTS

In this Offering Circular, the term "JRD" or "the company" refers to JRD4256 Enterprises LLC.

 

 

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING CIRCULAR, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

SUMMARY

The Company

JRD4256 Enterprises LLC ("JRD") is an entity formed in February, 2016 to engage in the construction and operation of high-end baseball and softball fields, along with indoor training and hitting facilities in the United States under the name of "Hit King Academy" and/or "Hit King Baseball." We are seeking to capitalize the company with up to $20,000,000 for the purpose of initially building a facility in Houston, Texas, which will feature four all-turf fields and 10 multi-use tunnels housed in an expansive 18,000-square-foot training facility.

JRD's vision and concept is partnered with a Legendary Major League Baseball Player and rightful inductee to the National Baseball Hall of Fame, Pete Rose. His influence will no doubt add an extra measure of success to our already successful business model.

The Offering

JRD is offering up to 10,000,000 Units of LLC Interests at a price of $2 per share. The total number of authorized Units is 50,000,000. As of August 19, 2016, three beneficial owners held 7,800,000 units of LLC Interests.

The net proceeds of this offering to the issuer, assuming the maximum amount of securities offered are sold, will be approximately $20 million. JRD plans to use the offering proceeds to develop and operate Houston area fields facility.

The minimum investment size is $30,000.

Summary Risk Factors

The company and its business are subject to a number of risks, which are detailed more fully in "Risk Factors." Risks include the following:

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments that may result in increased competition in the market. Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

The company has not yet begun its planned operations.
The company was formed in February 2016, and has limited operations and revenue through The Bull Pen, which JRD acquired, totaling between $40,000 and $50,000 per month. Accordingly, there is no history upon which an evaluation of its performance and future prospects can be made. JRD's current and proposed operations are subject to all the business risks associated with new enterprises. The construction of a facility typically takes six months from the point that a site is secured and zoning is approved. Therefore, the company is at least six months away from realizing any revenues other than those provide by the acquired entity. As discussed below, delays may occur to the projected construction schedule. The company will only be able to pay dividends on its units once its directors determine that it is financially able to do so, which may not be for years.

The company will depend on the revenue from its facilities and services.
The company is completely dependent on the operation of facilities, and for the first few years of its operation, it will have a limited number of such facilities. The company is vulnerable in general to any developments that affect the baseball and softball industries as a whole, and particularly vulnerable to any developments that affect its initial facilities, including but not limited to construction delays and lackluster revenue.

The company is likely to operate at a loss for some time, and operating costs may increase unexpectedly.
The company anticipates that it will sustain operating losses initially. Its ability to become profitable depends on its success in developing and operating its facilities and services. There can be no assurance that this will occur. Even after the point at which the company starts producing revenues, operating costs or capital expenditures may increase and affect the company's profits and cash flow. Unanticipated problems and expenses are often encountered in offering new products and services, which may impact whether the company is successful. Furthermore, the company may encounter substantial delays and unexpected expenses related to development, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the company will ever become profitable. If the company sustains losses over an extended period of time, it may be unable to continue in business.

If the company cannot raise sufficient funds it will not succeed.
JRD is offering LLC interests in the amount of up to $20 million in this offering, and may close on an offering of $5 million. As discussed in "Use of Proceeds to Issuer" this minimum amount should permit the company to start developing its first facilities, although completion of each facility will require both mortgage financing and project financing, and, if only the minimum amount is reached, additional equity financing. Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, acquire real estate for its currently planned properties, and develop additional properties, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company manages to raise only the minimum amount of funds sought, it will have to find other sources of funding for some of the plans outlined in "Use of Proceeds to Issuer" including the development of any properties beyond the first ones planned.

The company may not be able to acquire sites in a timely and cost-effective manner.
Success in the operation of facilities is particularly dependent on acquiring property in the right location that is accessible and attractive to patrons, appropriately zoned, and well-priced. The company will not be able to operate unless it can identify and acquire such properties, and the acquisition of sites may divert management's time and attention from other management priorities.

 

 

The company's design may not meet all planned operational specifications.
Unanticipated or unforeseen variances in actual performance versus expected performance of numerous inter-related components may impact patronage capacity, operating cost, maintenance intervals, or other costs of operation.

Market demand may not meet expectations.

JRD's success is dependent on enough people wanting to utilize its facilities and services at the prices it charges. Location of the fields and facilities, ease of access, quality of the experience, regional economic conditions, competition and other external factors may influence the market success of the company's products. If there is insufficient demand at the appropriate price level, the company will not succeed.

The company may encounter regulatory requirements that are unanticipated or onerous in cost or execution.
As discussed in "The Company's Business – Regulation, Zoning and Permits", the company operates in a somewhat-regulated environment. New regulations governing the operation of training and rental facilities may be introduced at any time. Such regulations could be burdensome in terms of management attention, and they could be difficult or expensive to meet. The company may not be able to adjust its prices to reflect the additional cost of regulation.

Competitors may have more resources than the company. The company operates in a market in which many of its competitors have more resources than it does. Existing or new competitors may produce directly competing offerings. These competitors may be better capitalized than JRD, which might give them a significant advantage, for example, in surviving an economic downturn where users of our facilities reduce their spending. Competitors may be able to use their greater resources to offer lower prices, even to uneconomic levels that the company cannot match.

Competitors with similar business model may emerge. Although JRD is unique in its being sponsored by a baseball star, namely Pete Rose, another company may try to copy this model in the future.

The company depends on a small management team.
The company depends on the skill and experience of three individuals, Jonathan Johnson, Derek Hurley, and Ryan Baker. If the company is not able to call upon any of these people for any reason, its operations and development could be harmed.

Weather and natural disasters may disrupt the company's operations.
The company's ability to operate its facilities is dependent upon the weather. The company utilizes facilities that may operate partially outdoors. Thus, rain, lightning, or other weather may adversely impact demand and the ability to safely operate the facilities. Seasonal weather conditions may shorten the range and frequency of program offering. Additionally, extreme weather conditions such as tornadoes, hurricanes and floods, or natural events such as earthquakes may not only affect operations but also damage the company's equipment.

The company is controlled by its officers and directors.
Jonathan Johnson, Derek Hurley and Ryan Baker currently hold the majority of the company's voting Units, and at the conclusion of this offering will continue to hold the majority of the company's voting rights. Investors in this offering will not have the ability to control a vote by the unitholders or the board of directors.

There is no current market for the company's LLC Units of Interest
There is no formal marketplace for the resale of the company's Units. They may be traded over-the-counter to the extent any demand exists. The company does not currently have plans to apply for or otherwise seek trading or quotation of the Units on an over-the-counter market, and the company does not expect to seek a listing on any trading market in the near future. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their units as collateral.

DILUTON

Dilution means a reduction in value, control or earnings of the units the investor owns.

Immediate dilution

An early-stage company typically sells its shares/units (or grants options over its shares/units) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the company. When the company seeks cash investments from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors' stake is diluted because all the shares are worth the same amount, and new investors paid more than earlier investors for their shares.

 

 

The interest of investors in this offering will be diluted to the extent of the difference between the public offering price per unit of the company's LLC Interests and the as-adjusted net tangible book value per unit of its interests after this offering. The net tangible book value as of August 19, 2016, was $397,174, or $0.0344 per share of outstanding Units. Without giving effect to any changes in the net tangible book value after August 19, 2016, other than the sale of units in this offering at the initial public offering price of $2.00 per share, the proforma net tangible book value is $20,397,174 or $0.9471 per share of outstanding unit (assuming the Maximum Offering). Dilution in net tangible book value per share represents the difference between the amount per unit paid by the purchasers of units in this offering and the net tangible book value per unit of LLC Interests immediately afterwards. This represents an immediate increase of $0.4971 per unit of LLC Interests to existing unitholders and an immediate dilution of $1.0529 per unit of LLC Interests to the new investors, or approximately 52% of the assumed initial public offering price of $2.00 per unit. The following table illustrates this per unit dilution:

		Minimum Offering				Maximum Offering
Initial price to public		$	2.00			$	2.00
Net tangible book value per share as of August 19, 2016		$	0.0344			$	0.0344
Increase in net tangible book value per unit attributable to new investors		$	0.3514			$	0.4971
As adjusted net tangible book value per unit after this offering		$	0.3845			$	0.9471
Dilution in net tangible book value per unit to new investors		$	1.6155			$	1.0529

The following tables summarize the differences between the existing unitholders and the new investors with respect to the number of Units of LLC Interests purchased, the total consideration paid, and the average price per unit paid, on both a minimum and maximum offering basis:

		Units Purchased								Total Consideration								Average Price Per Unit
		Number				Percent				Amount				Percent
Founders			7,800,000				55.6	%			-				0.0	%		$	0.00
Private placement investors			2,013,000				14.3	%		$	1,006,500				15.5	%		$	0.50
Issued for services			1,723,200				12.3	%			-				0.0	%		Varied
New investors			2,500,000				17.8	%		$	5,000,000				84.5	%		$	2.00
Total			14,036,200				100.0	%		$	6,006,500				100.0	%		$	0.3845

 

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional units. In other words, when the company issues more units, the percentage of the company that new investors own will go down, even though the value of the company may go up. Investors will own a smaller piece of a larger company. This increase in number of units outstanding could result from a LLC Interest offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into units.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a "down round," meaning at a lower valuation than in earlier offerings (such as this offering).

Investors making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value should understand that the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

 

 

USE OF PROCEEDS TO ISSUER

The net proceeds of this offering to the issuer, assuming the maximum amount of securities offered are sold, will be approximately $19,850,000 million after deducting fees to the Transfer Agent. The Company has assumed it will pay Highlandstown Capital Advisors, Inc. (Escrow Agent) $_________________ in the discussion below. The company has assumed it will pay Highlandstown Capital Advisors, Inc. (Escrow Agent) $___________ in the discussion of the minimum offering below. A significant portion of non-transactional expenses of this offering (e.g., accounting fees, legal fees, marketing, consulting and advertising fees) will be funded from previous capitalization raised at formation. Transactional costs related to the number of transactions processed or amount of money raised will be funded from proceeds of the offering.

Assuming the maximum amount is raised, JRD plans to use the offering proceeds as follows:

•	Approximately $500,000 in administrative and public registration costs.

•	Approximately $2.6 million in general and administrative costs related to selling.

•	Approximately $14 million in field facilities construction.

•	Approximately $1.9 in other business expansion activities.

•	Approximately $1 million in cash reserves.

Initially, the company will develop and operate facilities in Houston, Texas. If the company raises enough for other projects, it will develop and operate facilities in other potential metropolitan-area site, including for example, Cincinnati, Los Angeles and Atlanta.

In the event the company raises less than the maximum amount, but at least the minimum $5,000,000 in Units, the company will reduce the number of projects it will pursue to fit within available funding. If only the minimum amount is raised, then the company will use the proceeds, estimated to be $5,000,000, as follows:

The company intends that the balance of the funds needed to develop the first site in the event the company only raises the minimum amount will be raised from mortgages, project financing and partnerships. The company may also seek other equity financing or continue marketing efforts for this Offering.

JRD will use a portion of the offering proceeds to pay salaries to its current officers or directors. The company expects to compensate additional hires commensurate with experience and market rates.

Offering proceeds will not be used to pay off debt.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE COMPANY'S BUSINESS

Overview

JRD4256 Enterprises LLC ("JRD") is an entity engaged in the construction and operation of high-end baseball and softball fields, along with indoor training and hitting facilities in the United States under the name of "Hit King Academy" and/or "Hit King Baseball".

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In addition to the 13u and 14u expansions this summer, we now have official Hit King Baseball Academy teams competing on the field weekly. These two teams consist of high school players that are striving to advance their baseball careers to the college or professional levels. Each tournament that they play in (both local and out of state), our players compete in front of college and professional scouts wearing the Hit King Baseball uniforms. JRD's intent is to bring world class professional coaching, teaching and training to youth baseball and softball players in preparation for furthering their opportunities at the high school, college and professional levels.

Since the announcement of HitKing Baseball, local interest in the program has been tremendous. We have experienced a growth in paying customers (players) of 134% in a 3-month period in 2016. Our high school summer program for 2016 has delivered gross revenue of approximately $50 thousand for a 6-week schedule. Based on the market feedback we are getting from existing clients and potential customers; we anticipate another 100% increase as we enter the fourth quarter of 2016. We are very confident that the headcount of players in our program (Bullpen Bulls and Hit King) shall exceed 160 participants from the now 80.JRD's vision and concept is partnered with a Legendary Major League Baseball Player and rightful inductee to the National Baseball Hall of Fame, Pete Rose. His influence will no doubt add an extra measure of success to our already successful business model.

The plan is to start with a facility in Houston, Texas in the late fall of 2016 that will include three all turf fields along with 10 multi-use tunnels inside our 10,000 square foot training facility. JRD will duplicate this facility in Cincinnati, Ohio and in various other markets throughout the United States and in the Bahamas.

•	Coaching clinics

•	Umpire certification program

•	Spring training clinics

•	Baseball camps

•	Strength and conditioning camps

•	Concessions

•

Signage

•

Gate fees

•	National destination tournaments

•	Perfect Game tournaments

•	Facility memberships

•	Golf instruction by PGA instructors

•	Golf practice area

•	Reality Television Show

Principal Products and Services
JRD product and service offerings include the following:

 

 

 

Concessions and Beer

Every ballpark in America both Major and Minor League offers beer as a beverage to be enjoyed while watching the game. Our facility shall offer it as well, but only in a designated area separated from field stands, where parents and other supporters can safely watch participants play. At no point will the consumption of beer be allowed in or around the field stands. In addition our company will have the necessary liability insurance coverage.

JRD owns the exclusive rights to Pete Rose's brand, name, image and likeness for purposes of approved revenue generation. Pete Rose has approved the sale of Hit King Beer as an additional revenue stream for the company. JRD has launched a brand of beer around the iconic Hit King and other Board Members. The beer is brewed in Katy, Texas, by No Label Brewery. The first line of beer to hit the market will be the Pete Rose beer. JRD has 3 flavors planned and all 3 should be in the market place by the fall of 2016. The Hit King Blonde Ale has been tested and already approved for shipping. Distribution is set for Texas, Las Vegas, Chicago and Cincinnati as well as other strategic cities across the United States. Beer revenue should begin in the 3rd quarter of 2016.

No Label will manufacturer three flavors, which include a blonde, an amber and a pale ale. Phase I distribution shall include the Houston (Central TX), Las Vegas and Cincinnati markets. Based on current No Label year-over-year sales data for the Houston market, an estimated 40 kegs per market per month can be projected to be sold per flavor. Profit on the beer sales to JRD shall be $15.00-$22.00 per keg. Previously forecasted numbers do not include any sales or profit at the Hit King facilities, slim kegs or 6-packs being sold. In addition we shall strategically expand our distribution to the Phase II markets to include, but not be limited to, California, additional Texas markets, additional Nevada markets and additional Ohio markets.

Apparel, Jewelry and Equipment

Pete Rose has approved the manufacturing and sale of jewelry as part of the revenue stream for JRD. The revenue shall consist of the product line being sold as part of a global E-Commerce campaign and through strategic retail partners. 23-9 Design is a proven manufacturer with consistent success in the sports jewelry market selling pieces from the NBA and Muhammad Ali. They have recently secured Stephen Curry and Under Armour as the latest additions. Due to the recent success and confidence in the Pete Rose jewelry line, 23-9 Design has submitted a minimum guarantee of 75k in profit year one, and 100k in profit year two. The previously forecasted profit numbers are based on a 10% margin to JRD on gross sales. Sales and profit numbers also include but are not limited to 23-9 Design sales of band aids, gauze and arm sleeves through the same channels. We expect revenue beginning the third quarter of 2016.

Reality TV

JRD has entered into a contract in principal with one of the most prolific and successful reality show producers in the industry, namely Jason Hervey of Bischoff Hervey Entertainment, for a reality tv series featuring many of its MLB Hall of Fame Board members. The show will highlight a day-in-the-life of what it takes to make it to the Major Leagues, as well as how young kids can achieve success on and off the field. The show will have featured spots showing young athletes how to take care of their bodies physically and how to stay healthy playing the game of baseball. The show will be filmed, edited and produced by Hervey, again, a top-rated reality television show producer here in the United States. JRD believes the show will highlight many things missing in youth baseball today. The show should start producing revenue in the spring of 2017.

Site and Market Selection, Marketing and Distribution

Our objective is to maximize the usage of our JRD 20-acre property facility through the use of our indoor and outdoor activities. We will also utilize the Pete Rose name, image and likeness to market outside of baseball.

JRD target markets will include the following for baseball and softball:

5U and up youth age players

High School age players

 

 

College age players

Adult league players

JRD facilities will also be used as off-season workout destinations for current and former Major League players.

JRD geographic locations where baseball and softball are played on a year-round basis and where we ultimately intend to place Hit King Academy facilities are as follows:

The market for youth baseball, particularly for travel baseball, which has been ongoing for a few decades now, is expanding rapidly. For example, in 2000, Atlanta's All-American Wood Bat Classic Tournament had its debut with about a dozen teams. In more recent years, that number has ballooned to 100. This growth coupled with the notable cost of travel baseball, which reached $3500 or more for some families, creates much opportunity to capitalize in this market.

In the Houston area in particular, there is market opportunity as evidenced by the following data points:

•	There are approximately 3,900 travel baseball teams in Texas, ages 4-18, and the number is growing. This number does not include Little League or Pony League, and does not include girls travel softball teams.

•	The average tournament fee is $400 - $1,000 per team, per tournament. Additionally, there is an umpire cost of $30 - $40 per game.

•	The cost to practice twice per month on turf field is approximately $1,200 per month.

•	The average batting cage time rental is $50 per hour.

•	The average cost of professional lessons is $75 - $100 per hour.

These factors taken together with the critical shortage of facilities at which to practice, conduct lessons and have premium tournaments presents a market opportunity to which JRD will respond.

Competition
JRD will compete primarily for youth baseball and softball players. Thus, any alternative facilities in which young athletes may find similar offerings, whether packaged or separately, may compete with the company's products and services.

Our competitive advantage is that the Hit King Academy will provide the combination of fields, facilities and professional training all under the same offering. Many programs offer one or the other, but Hit King Academy offers everything which we believe gives us our advantage.

Furthermore, no business or coaching facility has Pete Rose AKA "Charlie Hustle" as their sponsor / endorsement. We believe that Pete's name alone will separate us from all other offerings that might be in the same teaching / training arena.

 

 

Our closest competitor is Cal Ripken Baseball, which has facilities in South Carolina and Maryland. Cal Ripkin Jr. has a baseball model with name recognition but his model is mostly geared toward instructional camps and clinics, and a host site for baseball tournaments. However, it does not offer teams to sign up and play under the Ripken brand. We believe that having actual Hit King Academy Teams branded across the US and in multiple markets will give us our competitive market niche.

The table below is here included for further discussion of specific competitors vis-à-vis Hit King Academy and JRD:

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Raw Materials/Suppliers
The company has been in talks with Lone Star Construction, one of the largest commercial contractors in the Texas marketplace. They have experience in sports facilities construction and are willing to build the company's facilities nationwide.

Research and Development

JRD was formed in February 2016 and it has not spent any time or money on research and development.

Employees

JRD has five (5) employees, including the executive team, a contract Chief Financial Officer and sponsor Pete Rose. The company believes that its executive team is uniquely knowledgeable and experienced in the critical aspects of delivering on the company's strategy. See "Directors, Executive Officers and Significant Employees" for more details.

The company will need to hire a number of additional employees to carry out the plans in the "Use of Proceeds," including but not limited to four full-time and six part-time coaches. JRD expects that it will be able to hire additional talent required to pursue its objectives. The company intends to contract for specialized needs, such as design and engineering of facilities, facilities operations and administrative support while hiring key roles including financial management and project management.

Regulation, Zoning and Permits

The company will need permits and approvals for zoning, construction and occupancy. These are local permits that will vary by location. The company attempts to ascertain the nature of approvals required for each site it considers and uses the potential for delay as a consideration in its development evaluation process.

Litigation

The company is not involved in any litigation.

THE COMPANY'S PROPERTY

Currently, JRD owns property related to the Hit King Academy operation. It also owns equipment and materials related to its baseball and softball instruction. It plans to acquire land for its facilities.

The company will require modest office space, which is readily available in the Katy, Texas, market, the location of the company's headquarters. Systems for development management, budgeting and financial management, approvals and payment processing will be required as the company moves forward into the development phase. Systems for revenue management, accounting, and operational controls will also require investment.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The Company has not yet commenced operations. It will not realize revenues until its first facilities are completed. Each facility is likely to take at least 6 months from site acquisition and regulatory approvals before it is operational.

Liquidity and Capital Resources

The company has been initially capitalized through investments of $1,006,500. The founders have also agreed to provide additional funding in the form of loans, if required.

 

Plan of Operations

The company initially plans to develop a facility in Houston, Texas in the late fall of 2016 that will include three all-turf fields along with 10 multi-use tunnels inside our 10,000 square foot training facility. JRD has long-term plans to duplicate this facility in Cincinnati, Ohio, and in various other markets throughout the United States and in the Bahamas. Each of these sites will require capital expenditures of approximately $14,000,000. The company expects the first facility in Houston, Texas, to require approximately $14,000,000. We will seek mortgage financing assuming that the minimum amount of financing sought in this offering is raised. Over the next 12 months the company will finalize terms for one site in Houston, Texas. In the event only the minimum amount is raised, additional equity financing may be necessary for the Houston site. The exact amount required, and the exact amount to be financed with respect to each project, will not be known until final terms of site acquisition and design and engineering are completed.

Once financing is in place, the company will enter into a contract with site developers, which will require an initial payment to begin the design and construction of the facility. Structural design and development planning via contracted providers will also proceed simultaneously. Periodic progress payments for design, engineering, architecture, site suppliers, structure suppliers, contractors and other vendors will continue until the project is completed and accepted by JRD.

The company may also deploy a portion of capital raised in this offering against efforts to sell additional units up to the maximum investment specified for the offering. The company may determine that a highest and best use of capital is expanded marketing of the offering.

Legal, insurance, and other administrative expenses will be incurred in the normal course of start-up and operation. As the development period is expected to be approximately 24 months in duration, costs will be spread over this period. As JRD is a new entity with no credit history, it may be required to place larger deposits on long-duration work efforts by contractors.

DIRECTORS, EXECUTIVE OFFICERS, SIGNIFICANT EMPLOYEES and ADVISORY BOARD

The following table sets out the company's officers and directors. All work with the company on a full-time basis.

Jonathan L. Johnson (Chief Executive Officer):

Mr. Johnson holds a BS in Accounting, as well as a BS in Business Administration and is a licensed CPA in multiple states. Mr. Johnson is a dynamic, results oriented senior executive with a successful track record of providing fiscal, strategic and operational leadership at multinational Corporations as well as in Private Equity and LBO markets with up to $1 Billion in Revenues. He has extensive experience in the Automotive, Oil and Gas, Food and Beverage and Electronics industries. Mr. Johnson specializes in turnaround management, operational strategy, mergers and acquisitions and startup companies. He is capable of generating cost savings, remarkable productivity improvements, and significantly enhanced bottom line profitability. Mr. Johnson utilizes a hands-on approach in developing strategic direction and is adept at empowering high performance teams to achieve extraordinary results in the companies he serves.

In addition to his business background, Mr. Johnson played semi-professional baseball in his younger days in Alabama in the American Negro League. He played 2^nd base. Mr. Johnson currently resides in Katy, Texas, with his wife, Kayse Kendall Johnson and their two children.

Derek Hurley (Chief Commercial Officer):

Mr. Hurley attended Moore Catholic High School in Staten Island, where he capped off a stellar high school career with the US Army Student-Athlete award at graduation in 1995. He then signed a Division 1 athletic baseball scholarship to play at Troy State University. After a season at Troy, Hurley transferred to Seton Hall University of the Big East Conference (alumni include Craig Biggio, Mo Vaughn, John Valentin and Jason Grilli).

After graduating from Seton Hall with a business marketing degree, Mr. Hurley was drafted by the Pittsburgh Pirates in the 30th round of the 1999 MLB Free Agent Amateur Draft. This led him to playing stops in the Florida Gulf Coast League, the New York-Penn League, the South Atlantic League, Pirates Fall Instructional League, the Carolina League, and the Atlantic League. After his playing days were over, he stayed in the game and was working at various training facilities, teaching baseball to some of the finest talent in the New York City metropolitan area. Working at these different training venues and taking mental notes put the wheels in motion for him to eventually open his own facility. Around this time, he took the position of pitching coach/assistant recruiter at Division 1 Long Island University, Brooklyn campus for the 2005-06 season.

Mr. Hurley stepped away from the baseball industry and joined the corporate world in 2006 where he worked for Nellcor-Division of TYCO Healthcare. After a few years in the medical industry covering all the hospitals in Manhattan he took a job down in Houston. He worked as a commodities broker for Bosworth Brokers from 2008-2013. There he brokered deals between banks and utilities worldwide. He mostly brokered ERCOT, and natural gas markets.

Mr. Hurley left the financial industry in March of 2013 to open The Bull Pen. He brings more than 19 years of coaching experience and four years of professional baseball playing experience each and every day to The Bull Pen. He has coached numerous college and professional players and is looking forward to coaching countless more in the Houston and surrounding areas.

Ryan Baker (Chief Baseball Operations Officer):

Mr. Baker graduated in 2000 with a BS degree from the University of North Carolina Charlotte in business communications with a minor in marketing. During his time at UNCC he was a four-year letter winner as a Conference USA starting pitcher (All Freshman Team in 97, All Conference in 98 and 2000). He was signed by the Atlanta Braves in 2000 as an undrafted free agent. He spent three seasons with the Braves (Rookie, Low A, High A and Double A) before being traded to the Florida Marlins in 2003 for Mike Hampton. After being traded, the following 3 seasons were in the Florida Marlins organization (High A, Double A and Triple A) before retiring in 2006. For the past 16 years he has been active in the youth baseball markets. His experience includes, but is not limited to, camp instruction, coaching, pitching instruction, league coordination, marketing efforts, talent evaluation, etc. Currently he provides pitching instruction to clients in the Houston area that range from the ages 7-16. In addition to the personal instruction he is the head coach for the 13U Frozen Ropes baseball team in Katy, TX.

Mr. Baker has had a very successful business sales and operations career. In 2006 he joined ThyssenKrupp Elevator as an outside sales associate and was recognized as the top sales associate in the Southeast Region. By 2009 he was promoted to sales manager in Baltimore, MD where he managed the Mid-Atlantic sales force. His group led the Region in overall sales growth and was recognized as the most productive team in the Southeast Region. Prior to his departure in 2012 his Baltimore team was awarded the "Best Branch" in North America for 2011. Since 2012 he has been working for United Technologies (Otis Elevator) where his roles have included sales, sales training and general management. Currently he is the General Manager for Amtech Elevator (Houston, TX, operation) a subsidiary of Otis. As General Manager he is solely responsible for the entire Amtech Houston operation which includes leading 52 employees and delivering P&L expectations to the Otis Southern Region. Recently under his direction the Amtech Houston office has been recognized as the largest year-over-year profit growth (%) in 2014 and the largest year-over -ear service growth (%) in 2015 for the Otis Southern Region.

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Dennis Bosworth (co-founded Gulf Energy and Chemical LLC)

Mr. Bosworth graduated in 1998 from Seton Hall Preparatory School in West Orange, NJ. As a high school student he excelled both in the classroom and on the golf course. He led the Seton Hall Prep golf team to four straight county titles as well as two state championships. In his senior year, aside from being the school president, he was unanimously named to New Jersey's first All State Golf team by both the NJSIAA and the Star Ledger. He continued to pursue his dreams by next attending Seton Hall University on a full athletic and academic scholarship. At Seton Hall University, he was proud to be a member of a team that won the 2000 Big East championship and made two NCAA Championship appearances. Mr. Bosworth received his BS with a concentration in Finance and accepted a position with the world's largest inter-broker dealer on Wall Street, ICAP. After a successful stint on the emerging market currency options desk, he was asked to join ICAP's newest venture and broker commodities. Some four years later, Bosworth decided it was time to take his knowledge and expertise and form his own firm Bosworth Brokers LLC in 2008. He has built market-leading electricity and natural gas trading desks while both brokering and serving as the company's chairman. Always looking for new areas of growth, Bosworth co-founded Gulf Energy and Chemical LLC in 2014, which pursues duty drawback opportunities in the petrochemical industry.

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As a future Hall-of-Famer, the playing field has changed from the baseball diamond to the corporate board room, but the intensity and integrity with which future Hall of Famer Steve Garvey plays his position as President of Garvey Management Group remains the same.

Since serving as spokesman for Vitalis as a major league rookie in 1970, Garvey has taken advantage of, and learned from, dozens of business opportunities. Garvey has been featured in endorsement and promotional campaigns for companies which include Adidas, Anheuser-Busch, Bankers Systems, Chevrolet, Jockey, McDonald's, Nestle, Pepsi-Cola, TransAmerica, Cardservice International, Golf One, Natural Balance Pet Foods, California Pizza Kitchen, as well as the Los Angeles Dodgers.

Steve Garvey has also developed several made-for-televisions specials and series. In conjunction with FOX Sports Network, Garvey has served as co-executive producer for "The International Sportsman" featuring top-named entertainment and sports personalities co-hosting with his wife of 22 years Candace Garvey. Garvey hosts the weekly series, "Baseball's Greatest Games" aired on Classic Sports Network. He has hosted morning Drive Time Radio (The Garvey and Company) XTRA 690AM.

These efforts have earned Garvey the admiration and praise of those around him. He has been recognized for his unparalleled discipline, commitment and dedication. These distinctions began early in his career and have continued until the present and include Major League Baseball's highest honor for humanitarian service, the Roberto Clemente Award. Garvey was also recognized by the United States Jaycees as "One of the Ten Outstanding Young Men in America." Other awards bestowed include the Little League's most prestigious honor, the William A. (Bill) Shea Award for contribution by a little leaguer to our national pastime. He has received the Lou Gehrig's Award for his contribution to Baseball and Society. Sports Illustrated named him the "Iron Man" for his consecutive game streak in the National League. Steve is a living legend in Dodger history and holds team, individual, and MLB records. While with the Padres, he is the only player in the history of the game to have an errorless season at first base. On April 16, 1988, the familiar #6 was retired by the San Diego Padres.

To gain national prominence through sports is an achievement few attain. To then excel in the boardrooms of corporate America through intelligent practices is even more difficult. Garvey has reached and surpassed these pinnacles of success. His ability to educate and entertain is documented in print and on film. Steve Garvey is widely respected for his contributions of time and talent to worthy causes and efforts of importance.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Company has not yet paid any of its current directors or executive officers. It will compensate them from the proceeds of this offering. The company may need to offer a compensation package at a premium to market rates for the best talent due to its early development stage.

Upon receiving the proceeds of this Offer, the Company intends to use up to $500,000 to pay executive officers annual salaries, payable from the date of the officer's first appointment.

The Company has set aside 1,000,000 units of LLC Interests for an equity incentive plan for future employees, advisers and consultants. Formal plan documents have not yet been finalized. It has also allocated up to 1,000,000 units of LLC Interests for compensation of advisors and contractors serving the company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of August 19, 2016, the voting securities of the company that are owned by executive officers and directors, and other persons holding more than 10% of the company's voting securities, or having the right to acquire those securities.

 

 

 

 

 

 

 

 

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

SECURITIES BEING OFFERED

General

The company is offering up to10,000,000 Units of LLC Interest.

The following description summarizes the most important terms of the company's capital Units. This summary does not purport to be complete and is qualified in its entirety by the provisions of JRD's articles of organization and operating agreement, copies of which have been filed as exhibits to the offering statement of which this Offering Circular is a part. For a complete description of JRD's Units of LLC Interest ("Units), you should refer to the articles of organization and operating agreement and to the applicable provisions of Texas law.

The company's authorized capital consists of 50,000,000 units of LLC Interests. As of August 19, 2016, three beneficial owners held all 7,800,000 outstanding units of LLC Interests.

UNITS OF LLC INTERESTS

Voting Rights

Each holder of Units of LLC Interests in JRD will be entitled to one vote for each unit on all matters submitted to a vote of the unitholders.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding up of the company, the holders of Units of LLC Interests in JRD are entitled to share equally on a per share basis, all assets of the Corporation of whatever kind available for distribution to the holders of Units.

Rights and Preferences

Holders of JRD's Units of LLC Interests have no preemptive, conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to the company's Units. The rights, preferences, and privileges of the holders of the company's Units of LLC Interests are subject to, and may be adversely affected by, the rights of the holders of units of the company may designate in the future.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The company is offering a minimum of 2,500,000 and a maximum of 10,000,000 Units of LLC Interests in JRD on a "best efforts" basis. If $5,000,000 in subscriptions for the units (the "Minimum Offering") is not deposited on or before November 30, 2016 (the "Minimum Offering Period"), all subscriptions will be refunded to subscribers without deduction or interest. All subscribers will be instructed by the company or its agents to transfer funds by wire or ACH transfer directly to the escrow account established for this Offering or deliver checks made payable to "Highlandstown Capital Advisors, Inc., as Agent to JRD's Escrow Account" which Highlandstown Capital Advisors, Inc. shall deposit into such escrow account no later than noon the next business day after receipt. Except as stated above, subscribers have no right to a return of their funds during or after the Minimum Offering Period, and the company has no right to receive those funds before the first closing following the Minimum Offering Period. If this Minimum Offering amount has been deposited by November 1, 2016, the Offering may continue until the earlier of December 31, 2016 (which date may be extended at the company's option) or the date when all units have been sold. In the event that the minimum offering amount is not reached by such date or the offering is otherwise terminated, investor funds held in escrow will promptly be refunded to each investor in accordance with Rule 10b-9 under the Securities Exchange Act of 1934. The company may terminate the Offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving units; escrowed funds may be returned.

 

 

The company is not selling the shares through commissioned sales agents or underwriters. It will use its existing website, www.hitkingbaseball.com blogs, and viral videos to provide notification of the offering. Persons who desire information will be directed to a landing page describing the offering and operated by the company.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the company's website, on a landing page that relates to the offering.

The company's website will be the exclusive means by which prospective investors may subscribe in this offering.

If the minimum contingency for this offering is not satisfied or the offering is otherwise terminated, investor funds will be promptly refunded in accordance with Securities Exchange Act Rule 10b-9.

In order to subscribe to purchase units, a prospective investor must complete a subscription agreement and send payment by check, wire transfer or ACH. The subscription agreement requires investors to answer certain questions to determine compliance with the investment limitation set forth in the securities laws, disclose that the securities will not be listed on a registered national securities exchange upon qualification, and that the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor's annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor's most recently completed fiscal year are used instead. The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act of 1933.

The company has engaged ______________, a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (FINRA), to perform the following administrative functions in connection with this offering:

If the company elects to terminate the offering prior to its completion, the company has agreed to reimburse _______________ for its out-of-pocket expenses incurred in connection with the services provided under this engagement (including costs of counsel and related expenses). Vstock Transfer LLC, will serve as transfer agent to maintain stockholder information on a book-entry basis; there are no set up costs for this service, fees for this service will be limited to secondary market activity.

_______________________ is not participating as an underwriter of the Offering and under no circumstance will it solicit any investment in the company, recommend the company's securities or provide investment advice to any prospective investor. Rather, _________________ involvement in the offering is limited to acting as an accommodating broker-dealer. Based upon ___________________ limited role in this offering, it has not and will not conduct extensive due diligence of this securities offering and no investor should rely on ____________________' involvement in this offering as any basis for a belief that it has done extensive due diligence. _________________ does not expressly or impliedly affirm the completeness or accuracy of the Offering Circular presented to investors by the issuer in this Offering. All inquiries regarding this offering or services provided by _________________ and its affiliates should be made directly to the company.

After the Offering Statement has been qualified by the Securities and Exchange Commission, the company will accept tenders of funds to purchase the units. The company may close on investments on a "rolling" basis (so not all investors will receive their units on the same date), and may accept the tender of funds before it is clear that the minimum amount sought will be raised. The funds tendered by potential investors will be held either by an escrow agent or by a registered broker-dealer, and will be transferred to the company upon closing. In the event the minimum amount the company is trying to raise is not reached, the escrow agent or broker-dealer will return the funds to investors.

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FINANCIAL STATEMENTS

 

 

Income Statement

 

 

 

 

 

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JRD4256 ENTERPRISES LLC

June 30, 2016

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

JRD4256 Enterprises LLC is an entity that was formed in March of 2016 and is engaged in the construction and operation of high-end baseball and softball fields, along with indoor training and hitting facilities in the US for the purposes of bringing world class professional coaching, teaching and training to baseball and softball players around the World.

The Company prepared its interim financial statements on the tax-basis of Accounting. However, before the close of the December 31, 2016 financial reporting year-end the financials will be converted and accounted for using GAAP Accounting standards and principals.

For purposes of the statements of cash flows, management considers all highly liquid instruments with a maturity of three months or less for the purposes of cash and cash equivalents.

As of June 30, 2016 the Company had no accounts receivables.

Since the Company has prepared the June 30, 2016 financials using the tax-basis of Accounting there are no estimates in the presented interim financials.

For the purpose of these interim financials, Revenues have been recorded when received and are reported as Ordinary Income. Expenses have also been recorded when incurred and are shown as Ordinary Expenses.

Royalties have been received from a former Major League baseball player, in return for the rights to use his name, likeness, image, numbers, pictures in the offerings of the Company. These royalties will be recognized as revenue as earned.

The Company records property and equipment at cost.

NOTE B - SIGNIFICANT CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in one financial institution located in Katy, Texas. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. Balances in the cash account sometimes exceed this amount.

NOTE C - CAPITALIZED COSTS

The Company has capitalized all IPO / Start-up costs and those are reflected on the Balance Sheet as of June 30, 2016.

NOTE D - LONG TERM DEBT

As of June 30, 2016 the Company had no long term debt.

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BULLPEN SCOUTING AND TRAINING LLC

December 31, 2014

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bull Pen Scouting and Training LLC is an entity that was formed in 2013 and is engaged in the operation of indoor training and hitting facilities in the US for the purposes of bringing world class professional coaching, teaching and training to baseball and softball players around the World.

The Company prepared its financial statements on the tax-basis of Accounting.

For purposes of the statements of cash flows, management considers all highly liquid instruments with a maturity of three months or less for the purposes of cash and cash equivalents.

As of December 31, 2014 the Company had no accounts receivables.

Since the Company has prepared the March 31, 2016 financials using the tax-basis of Accounting there are no estimates in the presented interim financials.

For the purpose of these interim financials, Revenues have been recorded when received and are reported as Ordinary Income. Expenses have also been recorded when incurred and are shown as Ordinary Expenses.

The Company records property and equipment at cost.

NOTE B - SIGNIFICANT CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in one financial institution located in Cypress, Texas. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. Balances in the cash account sometimes exceed this amount.

NOTE D - LONG TERM DEBT

As of December 31, 2014 the Company had no long term debt.

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BULL PEN SCOUTING AND TRAINING LLC

December 31, 2015

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bull Pen Scouting and Training LLC is an entity that was formed in 2013 and is engaged in the operation of indoor training and hitting facilities in the US for the purposes of bringing world class professional coaching, teaching and training to baseball and softball players around the World.

The Company prepared its financial statements on the tax-basis of Accounting.

For purposes of the statements of cash flows, management considers all highly liquid instruments with a maturity of three months or less for the purposes of cash and cash equivalents.

As of December 31, 2015 the Company had no accounts receivables.

Since the Company has prepared the March 31, 2016 financials using the tax-basis of Accounting there are no estimates in the presented interim financials.

For the purpose of these interim financials, Revenues have been recorded when received and are reported as Ordinary Income. Expenses have also been recorded when incurred and are shown as Ordinary Expenses.

The Company records property and equipment at cost.

NOTE B - SIGNIFICANT CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in one financial institution located in Cypress, Texas. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. Balances in the cash account sometimes exceed this amount.

NOTE D - LONG TERM DEBT

As of December 31, 2015 the Company had no long term debt.

THE BULL PEN 2016 (Jan-Mar, 2016)

Balance Sheet

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Notes to Financial Statements

BULL PEN SCOUTING AND TRAINING LLC

March 31, 2016

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Bull Pen Scouting and Training LLC is an entity that was formed in 2013 and is engaged in the operation of indoor training and hitting facilities in the US for the purposes of bringing world class professional coaching, teaching and training to baseball and softball players around the World.

The Company prepared its financial statements on the tax-basis of Accounting.

For purposes of the statements of cash flows, management considers all highly liquid instruments with a maturity of three months or less for the purposes of cash and cash equivalents.

As of March 31, 2016 the Company had no accounts receivables.

Since the Company has prepared the March 31, 2016 financials using the tax-basis of Accounting there are no estimates in the presented interim financials.

For the purpose of these interim financials, Revenues have been recorded when received and are reported as Ordinary Income. Expenses have also been recorded when incurred and are shown as Ordinary Expenses.

The Company records property and equipment at cost.

NOTE B - SIGNIFICANT CONCENTRATION OF CREDIT RISK

The Company maintains its cash balances in one financial institution located in Cypress, Texas. The balances are insured by the Federal Deposit Insurance Corporation up to $250,000. Balances in the cash account sometimes exceed this amount.

NOTE D - LONG TERM DEBT

As of March 31, 2016 the Company had no long term debt.

PART III

INDEX TO EXHIBITS

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Katy, State of Texas, on October 4, 2016.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.