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1 | Join the others who have already invested in actual ownership of a professional soccer club. |
2 | Unprecedented access to, participation in and influence of key club operational and strategic decisions. |
3 | Wouldn’t it be cool to say “yeah, I own part of a European Soccer Club”? Totally. You can be that cool |
4 | Wouldn’t it be cooler to participate in a first-of-its-kind ownership opportunity & take part in our promotion goals? Then, be that cool |
5 | Own a club managed by German legend Christian Ziege. A club who's roster includes players from 11 countries & is winning on the pitch. |
6 | Opportunities to visit beautiful Austria while planning trips to watch YOUR club play. |
7 | Connect with other fellow owners of YOUR club and build community through the beautiful game. |
Fan experiences are common. But unless you work in a front office or are incredibly wealthy, the opportunity to get behind the scenes of a professional sports club are rare.
Fan Owned Club changes that, giving all Fan Owners the chance to see and participate in the inner workings of a soccer club, by bringing the community membership model common in Europe and brings it to the United States.
We aim to develop Austria’s FC Pinzgau (FCPS) into a truly global Club, giving international players, coaches and executives an entry point and a home in European football (soccer) and in the process making Pinzgau a recognizable name across North America, Europe and beyond.
Locally known as “Pinzgau,” the Club was born in 2007. Rising from the lower divisions, FC Pinzgau Saalfelden currently competes as one of 62 teams in Austria’s third division. A player loan deal with MLS Club, Real Salt Lake in Summer 2019 helped deliver the strongest start in Club history. Prior to the Covid-19 suspension of our season, FCPS was the favorite amongst the six teams from "Regionalliga Salzburg" competing for promotion this Spring.
Legendary German footballer Christian Ziege signed a multi-year deal after joining as interim coach in Spring 2019. A former player with Bayern Munich, AC Milan, Liverpool and Tottenham, Ziege was a Euro 96 winner, a World Cup runner-up in 2002 and has 72 caps playing with the German national team. Christian's involvement has helped make Pinzgau a destination for young players to develop their game, including Pablo Ruiz, who recently signed a multiyear MLS contract after spending the fall season with FCPS in 2019.
"Our single biggest recruiting tool, by far, is the sterling reputation of Christian Ziege. He is that DNA, that connective tissue.” - Trey Fitz-Gerald
Austria is consistently ranked in the top 12 of the 55 UEFA federations, sending five teams each year to the Champions or Europa leagues. The recent success of Red Bull Salzburg and LASK are a testament to the strength of play, yet the costs to compete are a fraction of what would be expected in many other top flight leagues.
FC Pinzgau has untapped potential beyond the men's first side - women's team, men's second side and a well established youth program - and combine this with a bucket list beautiful home facility nestled in the Austrian Alps, and the choice of this club becomes clear.
In June of 2019, Fan Owned Club began jointly managing FCPS before finalizing the purchase of the LLC (GmbH) that operates FC Pinzgau Saalfelden and makes all Club-related decisions in December 2019. Similar to club ownership in Germany, the Austrian Federation requires a non-profit entity (Verein) to hold the actual license to compete. The Verein is controlled by six members, all of whom hold significant ownership within Fan Owned Club.
1. Exclusive and Early Access to Club Related Content and Live Match Streaming
2. Limited Edition Founder's Pin and Other Perks Based on Investment Level
3. Cultivate Policy and Involvement in Club Decisions
4. Monthly Interaction with Club Leaders and Staff including Manager, Sporting Director and Players
5. Rights to Attend Annual FCPS Club Meeting in Austria & VIP Access to Future North American Events
Fan Owned Club has financial statements ending December 31 2019. Our cash in hand is $11,676.52, as of March 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $8,500/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Overview
Fan Owned Club (FOC) takes the community membership model common in Europe and brings it to the United States.
We aim to develop Austria’s FC Pinzgau Saalfelden (FCPS) into a truly global Club, giving international players, coaches and executives an entry point and a home in European football (soccer), driving FCPS to become a recognizable name across North America, Europe and beyond. Ideally, the FCPS project — a blank slate, albeit not from thin air — provides “proof of concept” for future FOC initiatives in both soccer, sporting, gaming and other platforms.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
Milestones
Fan Owned Club, Inc. was incorporated in the State of Delaware in March 2019.
Since then:
- September to November 2019: Beta test of live match streaming begins
- December 2019: FOC officially acquires 49.9% of FC Pinzgau Saalfelden (FCPS)
- December 2019: Shareholder acquisition marketing plan begins
- December 2019 to March 2020: Work on application for FCPS promotion to 2nd division underway
- March 2020: FCPS English language site begins development
- March 2020: FOC website complete
- April/May 2020: Enhanced Digital Content Begins
- July 2020: Start of 2020/21 season begins, online match streaming live
Historical Results of Operations
Our company was organized in March 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.
Related Party Transaction
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
To-date, the company has been financed with $270,000 in debt and $412,000 in equity.
We hope to begin generating revenue in Q3 of 2020, based mostly on sponsorship revenue and merchandise sales. We are planning to run a Reg A+ campaign immediately after the Reg CF campaign, which we are hoping to raise a maximum of $30M through.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 3 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 1 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
Fan Owned Club, Inc. cash in hand is $11,676.52, as of March 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $8,500/month, for an average burn rate of $8,500 per month. Our intent is to be profitable in 12 months.
Currently, FC Pinzgau Saalfelden (Verein) holds the license from the Austrian Football Association and directly operates the FC Pinzgau Saalfelden club. By law the Verein is a nonprofit organization whose assets must only be used for fulfilling the Verein’s purpose of operating the soccer team.
Association rules allow the outsourcing of the soccer team to a corporation if among other requirements:
1) the Verein maintains controlling influence over the corporation (50%+1 voting rights) and
2) the corporation must be a domestic (Austrian) entity.
As such, an Austrian Limited Liability Company (Gmbh) is in place & directly operates the soccer team with the Verein holding majority voting rights. FAN OWNED CLUB will own the balance of the interest in the Gmbh and Directors of FAN OWNED CLUB will join the ownership group of the Verein. On December 19, 2019, the Company entered into an agreement to purchase 49.9% of the Gmbh for $434,750.
As of April 10th, 2020, Fan Owned Club, Inc. owns 49.9% of Gmbh, and part of the proceeds from this offering will be used to make payments towards that purchase agreement.
Although we cannot guarantee it, we expect to be profitable in the 2021/22 season, roughly 12 months after we start to generate revenue. At that point we expect monthly expenses to be approximately $102K off of revenue of $114K. During the 20/21 season, we expect average monthly expenses will be approximately $49K and revenue of $20K. The jump is primarily related to greater sponsorship revenue, which tends to track seasons and increases with success.
Fan Owned Club, Inc.'s revenue is based on North American sponsorship revenue, merchandise sales, North American events (e.g. international friendlies), sport tourism (camps/clinics and match packages in Austria), proprietary content and dividends from profitable soccer operations.
1 | Economic conditions could adversely affect the profitability of some or all of our businesses. Turmoil in the financial markets could adversely affect economic activity in both Europe and in the United States. Our operations and performance An uncertain worldwide economic environment could cause the reported financial information not to be necessarily indicative of future operating results or of future financial condition. The economic environment could affect our business in a number of direct and indirect ways including: the record of the team, thus effecting the popularity of events and merchandise; the likeability of our team; the increase in popularity of minor soccer clubs on a global and local level; changes in currency exchange rates; tightening of credit markets; and business disruptions due to difficulties experienced by suppliers (for our merchandise) and customers. |
2 |
Our products face intense competition, and if we cannot compete successfully in our industry, and within our product lines, we could lose market share and our business could be adversely affected. The markets for minor league sports teams are highly competitive and we face competition from a number of sources. Competition is primarily based on brand name recognition, the team’s record, the players the team attracts, the stadium and its features, the reach of the team beyond the local market, and the increase (or decrease) in the popularity of the sport of soccer. We will compete with not only other minor league soccer clubs, but also will compete with other sports and their popularity. Other soccer club competitors are significantly larger and have greater financial resources than we do. To compete effectively, we must (1) build the image of our brand and our reputation in our core markets; (2) be flexible and innovative in responding to changing market demands on the Increased competition in the markets for our products may cause us to reduce our prices to customers, which would cause our gross margin to decline if we are unable to offset price reductions with comparable reductions in our product costs. If our gross margin declines, our profitability could decline and we could incur operating losses that we may be unable to fund or sustain for extended periods of time, if at all. We cannot assure you that additional competitors will not enter our existing markets or that we will be able to compete successfully against existing or new competition. |
3 | Our failure to maintain or renew key agreements could adversely affect our ability to distribute our media content which could adversely affect our We currently are allowed to practice and play games at a local stadium for no charge. This is through an agreement with the city in which we operate. However, the city may rescind this agreement. If they were to rescind this agreement. It would be incredibly harmful to our business as we lack the capital resources to build our own stadium and our team would no longer be able to play. We will need to continue to maintain a healthy relationship that allows the team |
4 | Our failure to maintain or renew key agreements could adversely affect our ability to distribute our media content which could adversely affect our operating results. We currently are allowed to practice and play games at a local stadium for no charge. This is through an agreement with the city in which we operate. However, the city may rescind this agreement. If they were to rescind this agreement. It would be incredibly harmful to our business as we lack the capital resources to build our own stadium and our team would no longer be able to play. We will need to continue to maintain a healthy relationship that allows the team |
5 |
Our failure to maintain or renew key agreements could adversely affect our ability to distribute our media content which could adversely affect our We currently are allowed to practice and play games at a local stadium for no charge. This is through an agreement with the city in which we operate. However, the city may rescind this agreement. If they were to rescind this agreement. It would be incredibly harmful to our business as we lack the capital resources to build our own stadium and our team would no longer be able to play. We will need to continue to maintain a healthy relationship that allows the team |
6 |
Our failure to retain or continue to recruit key performers could lead to a decline in the appeal of our storylines and the popularity of our brand of Our success depends, in large part, upon our ability to recruit, train and retain athletes who have the physical presence, athletic ability, and personality for our soccer club brand. We cannot guarantee that we will be able to continue to identify and train these athletes. Also, athletes that are more talented will come at a higher price. We may not be able to pay the price that such talented athletes demand. Additionally, we cannot guarantee that we will be able to retain our current players or team staff, such as coaches, either during the terms of their contracts or when their contracts expire. Our failure to attract and retain key players and successful coaches, an increase in the costs required to attract and retain such players or coaches, or a serious or untimely injury to, or the death of, or unexpected or premature loss or retirement for any reason of, any of our key players could lead to a decline in the popularity of our brand. Any of the foregoing issues could adversely affect our operating results. |
7 |
A decline in the popularity of club soccer, including as a result of changes in the social and political climate, could adversely affect our business. Our operations are affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected by changes in the social and political climate. Our programming is created to evoke a passionate response from our fans. Changes in our fans’ tastes or a material |
8 | We face uncertainties associated with international markets, which could adversely affect our operating results and impair our business strategy. We will be operating, largely, in Austria and within the continent of Europe. Cultural norms and regulatory frameworks vary in the markets in which we operate and our products' nonconformance to local norms or applicable law, regulations or licensing requirements could interrupt our operations or affect our sales, viewership and success in the markets. Operations overseas subjects us to numerous risks involved in foreign travel and operations and also subjects us to local norms and complex regulations (including visa obligations) in the event we recruit foreign players or executives. In addition, the licensing and/or sale of |
9 |
We will own less than majority control of Gmbh which could hinder our ability to control and we may not complete our purchase of ownership in GmbH |
10 |
We face uncertainties regarding our leasing arrangement |
11 | We face uncertainties associated with COVID19 and gatherings of any number of people. The world, including the entire continent of Europe and the United States America, are currently not allowing any gatherings of people including for sporting events. Sporting events worldwide and every other social engagement has been cancelled due to the outbreak of COVID19. It is uncertain when the ban on social gatherings in Europe will end and when sporting events will resume. This will most certainly have a negative impact on our season and will have a |
12 |
The team overall will be adversely affected if we cannot satisfy the standards established by testing and athletic governing bodies. We expect that we will need to adhere to standards established by a number of regulatory and testing bodies, as well as by athletic organizations and governing bodies. We cannot provide any assurance that we will satisfy standards, athletic organizations and governing bodies or that existing standards will not be altered in ways that adversely affect our brands and the sales of our products, which has occurred in the past. Any failure to comply with applicable standards could have a material adverse effect on our business. |
13 | The seasonality of our sales may have an adverse effect on our operations and our ability to service our debt. Our business is subject to seasonal fluctuations. This seasonality requires that we effectively manage our cash flows over the course of the year. If our sales were to fall substantially below what we would normally expect during particular periods, our annual financial results would be adversely impacted and our ability to service our debt may also be adversely affected. Accordingly, comparisons of quarterly information from our results of operations may not be indicative of our ongoing performance. |
14 | Our success is dependent on our ability to protect our worldwide intellectual property rights and if we are unable to enforce and protect our intellectual property rights, our competitive position may be harmed. We will most likely rely on a combination of trademark and trade secret laws in the United States, Europe, and other jurisdictions and contractual restrictions, such as confidentiality agreements, to protect certain aspects of our business. We also enter into invention assignment agreements with our |
15 | We cannot assure that any thirdparty trademarks for which we have obtained licenses are adequately protected to prevent imitation by others. If those thirdparty owners fail to obtain or maintain adequate trademark protection or prevent substantial unauthorized use of the licensed intellectual property, we risk the loss of our rights under the thirdparty intellectual property and competitive advantages we have developed based on those rights. We cannot assure that our actions taken to establish and protect our brands will be adequate to prevent others from seeking to block sales of our products or to obtain monetary damages, based on alleged violation of their trademarks or other proprietary rights. |
16 | We have limited management resources and are dependent on key executives. We are currently relying on key individuals to continue our business and operations and, in particular, the professional expertise and services of Steve Paris, Chief Financial Officer and Mark Ciociola, Chief Executive Officer, as well as key members of our executive management team and others in key management positions. Our future success depends in large part on the continued service of Messrs. Paris and Ciociola. If our officers and directors chose not to serve or if they are unable to perform their duties, and we are unable to retain a replacement qualified individual or individuals, this could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace the current officers and directors with other qualified individuals. |
17 | There is no market for our stock and for the foreseeable future, it is unlikely one will develop. Prior to this offering, there has been no public market for shares of our preferred or our common stock. An active market may not develop following completion of this offering, or if developed, may not be maintained. |
18 | We have no intention to pay cash dividends on our preferred or common stock for the foreseeable future. We currently expect to retain future earnings, if any, to finance the growth and development of our business and do not anticipate paying any cash dividends for the foreseeable future. Therefore, you possibly will not receive any return on an investment in our preferred or converted common stock unless you sell your preferred or converted common stock for a price greater than which you paid for it. |
19 | Our offering price is arbitrary and bears no relationship to our assets, earnings, or book value. There is no current public trading market for the Company's stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share. There can be no assurance that the offering price bears any relation to the current fair market value |
20 | New shareholders will experience immediate dilution. The net tangible book value of the preferred or converted common stock offered hereby will be substantially diluted below the offering price paid by investors. Therefore, new shareholders will experience immediate dilution. |
21 | An investment in the shares is speculative and there can be no assurance of any return on any such investment An investment in the Company’s shares is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. |
22 | The shares are offered on a “best efforts” basis and the Company may not raise the maximum amount being offered Since the Company is offering the shares on a “best efforts” basis, there is no assurance that the Company will sell enough shares to meet its capital needs. If you purchase shares in this offering, you will do so without any assurance that the Company will raise enough money to satisfy the full use of proceeds to Company which the Company has outlined in this Form C or to meet the Company’s working capital needs. |
23 | If the maximum offering is not raised, it may increase the amount of longterm debt or the amount of additional equity it needs to raise. There is no assurance that the maximum amount of shares in this offering will be sold. If the maximum offering amount is not sold, we may need to incur additional debt or raise additional equity in order to finance our operations. Increasing the amount of debt will increase our debt service obligations and make less |
24 | Because the Company does not have an audit or compensation committee, shareholders will have to rely on our directors to perform these functions The Company does not have an audit or compensation committee comprised of independent directors or any audit or compensation committee. The board of directors performs these functions as a whole. No members of the board of directors are independent directors. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect |
25 | The Company has made assumptions in its projections and in forwardlooking statements that may not be accurate The discussions and information in this offering circular may contain both historical and “forwardlooking statements” which can be identified by the use of forwardlooking terminology including the terms “believes,” “anticipates,” “continues,” “expects,” “intends,” “may,” “will,” “would,” “should,” or, in each |
26 | The Company has significant discretion over the net proceeds of this offering The Company has significant discretion over the net proceeds of this offering. As is the case with any business, particularly one without a proven business model, it should be expected that certain expenses unforeseeable to management at this juncture will arise in the future. There can be no assurance that |
27 | You should be aware of the longterm nature of this investment There is not now, and likely will not be in the near future, a public market, for the shares. Because the shares have not been registered under the securities act or under the securities laws of any state or nonunited states jurisdiction, the shares may have certain transfer restrictions. It is not currently |
28 | You will not have a vote or influence on the management of the Company Substantially all decisions with respect to the management of the Company will be made exclusively by the officers, directors, managers or employees of the Company. You will have a very limited ability, if at all, to vote on issues of Company management and will not have the right or power to take part in the management of the Company and will not be represented on the board of directors or by managers of the Company. Accordingly, no person should purchase shares unless he or she is willing to entrust all aspects of management to the Company. IN ADDITION TO THE RISKS LISTED ABOVE, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY THE MANAGEMENT. IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER, THE COMPANY CANNOT PREDICT |
29 | Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business. |
Director | Occupation | Joined |
---|---|---|
Ken Neal | President @ Alliance Sports Managment, Inc. | 2020 |
David Crouch | CEO @ Slatwall Commerce | 2020 |
Andy William | Head Scout @ Real Salt Lake | 2020 |
Steve Paris | CFO @ Fan Owned Club, Inc. | 2019 |
Officer | Title | Joined |
---|---|---|
Trey FitzGerald | Secretary | 2019 |
Steve Paris | CFO President | 2019 |
Date | Amount | Security |
---|---|---|
$333,720 | Priced Round | |
03/2019 | $165,000 | Loan |
03/2019 | $55,000 | Loan |
03/2019 | $50,000 | Loan |
08/2019 | $412,000 | Priced Round |
Lender | Issued | Amount | Oustanding | Interest | Maturity | Current? |
---|---|---|---|---|---|---|
Jonathan Wittmayer and Janel Wittmayer | 03/07/2019 | $50,000 | $50,000 | 20.0% | 11/01/2020 | Yes |
Steve Paris | 03/07/2019 | $165,000 | $165,000 | 0.0% | Yes | |
Mark Ciociola | 03/07/2019 | $55,000 | $55,000 | 0.0% | Yes |
Name | Steve Paris |
Amount Invested | $165,000 |
Transaction type | Loan |
Issued | 03/06/2019 |
Outstanding principal plus interest | $165,000 as of 03/2020 |
Interest | 0.0 per annum |
Outstanding | Yes |
Current with payments | Yes |
Relationship | CFO |
Three year term. Repayments will begin after the company begins to generate revenues. | |
Name | Steve Paris |
Amount Invested | $30,000 |
Transaction type | Priced Round |
Issued | 08/01/2019 |
Relationship | CFO |
Name | Mark Ciociola |
Amount Invested | $55,000 |
Transaction type | Loan |
Issued | 03/06/2019 |
Outstanding principal plus interest | $55,000 as of 03/2020 |
Interest | 0.0 per annum |
Outstanding | Yes |
Current with payments | Yes |
Relationship | CEO |
Three year term. Repayments will begin after the company begins to generate revenues. | |
$200,000 | $18,750 - offering expenses (including Wefunder intermediary fees)
$174,000 - club purchase payment
$7,250 - merchandise
|
$1,070,000 | $80,250 - offering expenses (including Wefunder intermediary fees)
$224,000 - Club purchase payment
$52,000 - legal and accounting fees
$480,000 - players, staff and front office wages and expense
$130,000 - Reg A+ and Fan Owner experience
$53,750 - merchandise
$50,000 - loan repayment
|
Class of Security | Securities (or Amount) Authorized |
Securities (or Amount) Outstanding |
Voting Rights |
---|---|---|---|
Common Stock | 110,000,000 | 2,626,168 | Yes |
The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.
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