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The information contained herein includes forward-looking statements. These statements relate to future events or to future financial performance, and involve known and unknown risks, uncertainties, and other factors, that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the company’s control and which could, and likely will, materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects the current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. No obligation exists to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
The chief executive responsible for overall management of the company
Manage the overall financial, accounting and tax matters for the company.
dotSport LLC is a digital media and e-commerce enterprise based in New York City. It has three business units: (1) 1on1.fans, an e-commerce interactive video platform for athletes and fans; (2) Premium domain name content & Marketing Services, digital media sites with premium domain names such as LIFE.FOOTBALL, LIFE.HOCKEY etc., with a revenue model based on advertising and (3) LIFE.ZONE, a social media site for endurance athletes with a revenue model based on advertising. All the products in the business units are in beta and are pre-revenue. The proposed funding will be used to launch 1on1.fans followed by Premium Domain Name Marketing sites.
For additional information, please see attached BusinessPlan.pdf
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.
In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.
The products are in beta and are pre-revenue. The products are to be launched commercially after the successful completion of this funding. Therefore our success depends on the growth and customer acceptance of our services and successful completion of this funding
We will need to attract, train and retain additional qualified product, technical and customer support personnel in the future. We continue to seek technical and managerial staff members, although we cannot compensate them until we have raised additional capital. We believe it is important to negotiate with potential candidates and, if appropriate, engage them on a part-time basis or on a project basis and compensate them at least partially
If our platform software fails due to defects or similar problems, and if we fail to correct any defect or other software problems, we could lose customers.
Our computer systems and operations may be vulnerable to security breaches. Hence, we could be liable for breaches of security on our website, fraudulent activities of our users, or the failure of third party vendors to deliver credit card transaction processing services.
Intense competition in the markets in which we compete could prevent us from increasing or sustaining our revenue growth and increasing or maintaining profitability. The digital media and e-commerce businesses are highly competitive, and we expect it to become increasingly more competitive in the future. We may also face competition from large Internet companies, any of which might launch its own e-commerce or digital media businesses in the future.
To provide our services, we rely on third parties for all of our network connectivity and hosting facilities. We currently use the infrastructure of third-party network service providers, including the services of Amazon Web Services, Simplybook.me and Gruveo to provide our services over their networks rather than deploying our own networks. If any of these service providers cease operations or otherwise terminate the services that we depend on, the delay in switching our technology to another service provider, if available, and qualifying this new service provider could have a material adverse effect on our business, financial condition or operating results. The rates we pay to our service providers may also increase, which may reduce our profitability.
We must be able to develop and implement an expansion strategy and manage our growth. Our success depends in part on our ability to grow existing and expand new markets. To accomplish our growth strategy, we may be required to raise and invest additional capital and resources and expand our marketing efforts in several geographic markets. We cannot be assured that we will be successful in raising the required capital
We may conduct future offerings of our Membership Units which may diminish our investors’ pro rata ownership and depress our unit price. We reserve the right to make future offers and sales, either public or private, of our securities, including our membership units or securities convertible into units at prices differing from the price of the units previously issued. In the event that any such future sales of securities are affected, an investor’s pro rata ownership interest may be reduced to the extent of any such future sales.
Failure to comply with laws and contractual obligations related to data privacy and protection could have a material adverse effect on our business, financial condition and operating results. We are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign governmental agencies. Data privacy and protection is highly regulated and may become the subject of additional regulation in the future. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Should this occur, we may be subject to fines, penalties and lawsuits, and our reputation may suffer. We may also be required to make modifications to our data practices that could have an adverse impact on our business.
New Regulations or changes to or the application of existing laws relating to Internet commerce may affect the growth of our business. We may become subject to any number of laws and regulations that may be adopted with respect to the Internet, digital media and electronic commerce. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted. As well, current laws, which predate or are incompatible with the Internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the context of the Internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the Internet.
dotSport LLC (“Company”) is offering securities under Regulation CF, through NetCapital Funding Portal Inc. (“Portal”). Portal is a FINRA/SEC registered funding portal and will receive cash compensation equal to 4.9% of the value of the securities sold through Regulation CF. Investments made under Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest.
The Company plans to raise between $25,000 and $100,000 through an offering under Regulation CF. In the event the Company fails to reach their offering target of $25,000, any investments made under offering will be cancelled and the investment funds will be returned to the investor.
The purpose of this offering is to commercially launch the products that are currently in beta.
| If Target Offering Amount Sold | If Maximum Amount Sold | |
|---|---|---|
| Total Proceeds | $25,000 | $100,000 |
| Less: Offering Expenses | $1,225 | $4,900 |
| Net Proceeds | $23,775 | $95,100 |
| Working Capital | $3,775 | $30,100 |
| Product Enhancements | $10,000 | $25,000 |
| Marketing | $10,000 | $40,000 |
| Total Use of Net Proceeds | $23,775 | $95,100 |
The securities being offered may not be transferred by any purchaser of such securities during the one-year period beginning when the securities were issued, unless such securities are transferred:
| Class of Security | Amount Authorized | Amount Outstanding | Voting Rights | Other Rights |
|---|---|---|---|---|
| Investor Member Units | 628 | 628 | Yes | Priority rights on assets in the event of liquidation |
| Regular Member Units | 539 | 439 | Yes |
Not applicable.
None of the Company’s existing debt is convertible into equity, and there are no warrants, options or other convertible instruments outstanding.
As the holder of a majority of the voting rights in the company, our Investor Members may make decisions with which you disagree, or that negatively affect the value of your investment in the company, and you will have no recourse to change those decisions. Your interests may conflict with the interests of other investors, and there is no guarantee that the company will develop in a way that is advantageous to you. For example, the majority shareholder may decide to issue additional shares to new investors, sell convertible debt instruments with beneficial conversion features, or make decisions that affect the tax treatment of the company in ways that may be unfavorable to you. Based on the risks described above, you may lose all or part of your investment in the securities that you purchase, and you may never see positive returns.
A small discount to the equity valuation used for the most recent purchase of units (shares)
Our Operating Agreement can be amended by the holders of the Investor Member Units. As minority owners, the crowd funding investors are subject to the decisions made by the majority owners. The issued and outstanding membership interest units give management voting control of the company. As a minority owner, you may be outvoted on issues that impact your investment, such as the issuance of new units, or the sale of debt, convertible debt or assets of the company.
The issuance of additional shares of our common stock will dilute the ownership of the crowdfunding investors. As a result, if we achieve profitable operations in the future, our net income per share will be reduced because of dilution, and the market price of our common stock, if there is a market price, could decline as a result of the additional issuances of securities.
If we repurchase securities, so that the above risk is mitigated, and there are fewer shares of common stock outstanding, we may not have enough cash available for marketing expenses, growth, or operating expenses to reach our goals. If we do not have enough cash to operate and grow, we anticipate the market price of our membership units would decline.
A sale of our company or of the assets of our company may result in an entire loss of your investment. We cannot predict the market value of our company or our assets, and the proceeds of a sale may not be cash, but instead, unmarketable securities, or an assumption of liabilities. Our company currently has negative net worth (our liabilities exceed our assets) and it is unlikely that in the near term, a sale would result in a premium that is significant enough over book value to generate a return to our investors.
We may need to renegotiate our related-party debt if our related-party lenders demand that we begin making principal or interest payments. Any renegotiation may be on less favorable terms or may require that we refinance the related-party debt. We may need to raise additional funds through public or private debt or sale of equity to pay the related-party debt. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, or, if our related-party lenders do not continue to cooperate with us, we could be forced to discontinue our operations. We anticipate that any transactions with related parties will be vetted and approved by manager(s) unaffiliated with the related parties.
Unsecured with no interest. Payable when there is an equity investment of over $500,000 or refinancing of the debt.
Same as Ronald Andruff
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We were incorporated as a New York Limited Liability Company on October 9, 2007 and started operations in I January 2008. The initial focus of the company was to attain rights to administer .SPORT Top Level Domain and to launch a social network for sports enthusiasts. We were able to gather all International Sports Federations under our aegis to position our application to be sports community based. However, excessive delays and changes in application guidelines forced us to withdraw our application in 2011. Since then we have developed LIFE.ZONE a social network for endurance athletes currently in beta, Premium Domain Name Content & marketing sites under our trademark LIFE in various new TLDs such as FOOTBALL, HOCKEY, TODAY, FUTBOL, CRICKET etc., and 1on1.Fans, an interactive video platform for exclusive chat between athletes and fans also in beta. After the successful completion of this financing, we plan to launch 1on1.fans with initial focus on NHL players of which we already have over 30 on our beta site. We plan to market our offering through players’ associations and a well-known marketing and advertising company with domain expertise in sports. Our fiscal year ends on December 31st and we have presented financial statements for the years 2014, 2015 and 2016.
Results of Operations Year Ended December 31, 2016 compared to Year Ended December 31, 2015
Revenue Given the beta status of our offerings, there were no revenues for the years ended December 31, 2016 and 2015. We tested our beta site in 2016 to determine that we can charge and collect fees from users, but we allowed the athlete that accepted the video call from the users to keep all the fees generated and consequently we did not consider the fees we processed to be revenue to our company. We expect this crowdfunding offering will be used to help us attract additional athletes and provide us adequate marketing so that we will have revenues in 2017. The enthusiasm from the limited beta trials of our products on the 1on1.fans web site gives us confidence that we will be successful in the product launch in 2017.
Operating Expenses The operating expenses for 2016 were $22,753, 73% of which went to website and product development, as compared to operating expenses of $9,998 in 2015, 62% of which was expended on website and product development. There were no marketing and advertising expenses since we had not launched our services. No salaries were paid to the management during these years.
Net Income We posted net income in 2016 of $71,555 due to a gain of approximately $95,000 due to the write-off of interest payable as part of restructuring the company. In addition, the creditors converted their total outstanding loans of $500,000 to membership units of the company. In the year ended December 31, 2015, our operating loss combined with our interest expense of $25,644, generated a net loss of $35,641
Year Ended December 31, 2015 compared to Year Ended December 31, 2014
Revenue Given the beta status of our offerings, there were no revenues for the years ended December 31, 2015 and 2014.
Operating Expenses The operating expenses for 2015 were $9,998, 62% of which went to website and product development, as compared to operating expenses of $19,167 in 20145, 53% of which was expended on website and product development. There were no marketing and advertising expenses since we had not launched our services. No salaries were paid to the management during these years.
Net Income In the year ended December 31, 2015, our operating loss combined with our interest expense of $25,644, generated a net loss of $35,641. In the year ended December 31, 2014, our operating loss combined with our interest expense of $25,000 generated a net loss of $44,165
FORWARD-LOOKING STATEMENTS
The information contained herein includes forward-looking statements. These statements relate to future events or to future financial performance, and involve known and unknown risks, uncertainties, and other factors, that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties, and other factors, which are, in some cases, beyond the company’s control and which could, and likely will, materially affect actual results, levels of activity, performance, or achievements. Any forward-looking statement reflects the current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. No obligation exists to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
If Yes to any of the above, explain:
Video Transcript: Hello, my name is Shelley Gordon. Imagine if you could have a 20 minute conversation, face-to-face, with your all-time favorite sports idol. Just imagine. I mean, you could talk about anything. You could about that favorite game of yours that you’ll never ever forget or you could ask for advice on how to take your career and further it to the major leagues. Imagine.
Just you, face-to-face, with someone like… [Alright] …Kurt Walker, oh my God, I’ve been a fan of yours since I was 12!
Shelley, thank you very much, I appreciate that.
This is such an honor, I mean, you we’re the enforcer of the Leaves that beat the Islanders in 78!
So, can I ask you a question? What gives you the time and the inclination to spend time with someone like me?
Shelley, my career was built with people like you. And it’s great to be watched and cheered on by a crowd, but a crowd doesn’t really have a face and it’s important for me to connect with fans and people like yourself. Secondly, it’s a way for me and all the other players to give back. Part of the fee you paid today for this one-on-one will go to my favorite charity which is Dignity After Hockey, and together everybody wins, so thanks.
Thank you so much. Before you go, let me click on this button for a commemorative photo so I can post it on Instagram and Facebook and Twitter because otherwise no one is ever going to believe that I had this one-on-one conversation with you.
YOu know, this doesn’t have to be just about you. Imagine giving your 75-year-old father the thrill of his lifetime with an exclusive, one-on-one, twenty-minute conversation with his favorite sports idol. Or perhaps inspiring a young athlete to pursue his sporting career. Or even comfort a loved one that’s in the hospital.
Here’s our founder and CEO, NHL, American and German national league champion, Ron Andruff.
Do I think 1on1 can a life-changing experience? Absolutely. There’s no question. One, we never know until the moment we’re speaking with someone, what’s going to unfold. In this case, what’s happening here is that you have a person, in the fan, who’s followed the career with a famous athlete. And now they’re given the moment to have that conversation with them. That’s not lost on the athlete. The athlete knows very well that this is a person who has followed my career. Probably knows more about my career than I do. Probably knows my stats better than I do, so in a 20 minute period, you can imagine all of the things that might come out of a conversation. It doesn’t have to just be about that amazing game, it doesn’t have to be about, what does the lineup and the team look like for my team this favorite year, what’s the player’s view on it. But it can be even more philosophical, it can be deeper than that. You know, what took you out of the game? Where did you go from there? How did you know you should go that way? Within those kind of conversations there may be all kinds of ideas that come up and inspiration. Again, I keep coming back to inspiration because I think that’s what it’s all about. It’s inspiring - the two-way street of inspiration.
The process is simple, go to 1on1.fans, choose your favorite from a growing list of professional atheletes, check his availability and schedule your video chat. Be sure to put your date in your diary, but just in case, we will send you a reminder 1 hour before your appointment. Thank you for watching.
1on1 is brought to you by dotSport, a digital media and e-commerce enterprise that uses sports to inspire and connect global audiences which has also created life.zone a social network designed for endurance atheletes and premium life domains, owner of the life, trademark portfolio of high-value and sports domain names.
The following documents are being submitted as part of this offering:
Once posted, the annual report may be found on the issuer’s web site at: www.dotsportllc.com
The issuer must continue to comply with the ongoing reporting requirements until:
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