Loop

The easiest, most trusted way to connect families. 100% private family photo-sharing network

Last Funded April 2024

$140,561

raised from 90 investors

Investment Terms

You will be investing in Loop through an SPV. This means that when you invest, you will be signing the SPV Subscription Agreement, not the direct investment contract. For more information on SPVs, see here.

Financials

We have financial statements ending December 31, 2022. Our cash in hand is $71,000, as of January 2023. Over the three months prior, revenues averaged $292,000/month, cost of goods sold has averaged $170,000/month, and operational expenses have averaged $55,300/month.

At a Glance

Jan 1 – Dec 31, 2022
$1,214,505
+57%
Revenue
-$546,144
Net Loss
$5,075,729
-1%
Short-Term Debt
$5,200,202
Raised in 2022
$71,000
+57%
Cash on Hand
Net Margin:
-45%
Gross Margin:
36%
Return on Assets:
-58%
Earnings per Share:
-$0.04
Revenue per Employee:
$404,835
Cash to Assets:
5%
Revenue to Receivables:
~
Debt Ratio:
542%
California Labs Inc Annual Financial Statements- Final 4 .pdf California Labs Inc Annual Financial Statements- Final 5 .pdf

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

The Private Family Network.

Loop is a private social network that helps families stay connected. We use an innovative hardware plus software solution, a digital picture frame and photos sharing app, that is simple private, and fun.

In 5 years, Loop hopes to be a public company with over $150M in annual revenue with a brand synonymous with family and trust. We aim to have operations in the US, Europe and Australia and our app will be a cultural phenomenon, the equivalent of Snapchat for your family. The Loop frame plans to exist in all the places people spend time - home, office, care facilities and even dorm rooms. Forward-looking projections cannot be guaranteed.

Milestones

California Labs, Inc. was incorporated in the State of Delaware in March 2014.

Since then, we have:

  • Brought functional hardware product to market in 2021.
  • $2M lifetime revenue.
  • 4 million photos and interactions shared through the Loop app.

Historical Results of Operations

  • Revenues & Gross Margin. For the period ended December 31, 2022, the Company had revenues of $1,214,505 compared to the year ended December 31, 2021, when the Company had revenues of $770,496.
  • Assets. As of December 31, 2022, the Company had total assets of $937,028, including $44,706 in cash. As of December 31, 2021, the Company had $1,508,546 in total assets, including $226,664 in cash.
  • Net Loss. The Company has had net losses of $546,144 and net losses of $597,205 for the fiscal years ended December 31, 2022 and December 31, 2021, respectively.
  • Liabilities. The Company's liabilities totaled $5,075,729 for the fiscal year ended December 31, 2022 and $5,130,442 for the fiscal year ended December 31, 2021.

Liquidity & Capital Resources

To-date, the company has been financed with $2,879,962 in equity, $5,161,210 in convertibles, and $294,800 in debt.

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 month. 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

California Labs, Inc. cash in hand is $71,000, as of January 2023. Over the last three months, revenues have averaged $292,000/month, cost of goods sold has averaged $170,000/month, and operational expenses have averaged $55,300/month, for an average net margin of $66,700 per month. Our intent is to be profitable in 9 months.

Since the date of our financials, we have approximately doubled our revenue and decreased our operating expenses by approximately 50%. 

In six months, we expect to be generating $200k a month in revenue while incurring approximately $180k in operating costs and COGS.

In order to reach profitability in approximately 9 months, we believe we'll need to raise a total of about $500k in capital. Our business has significant seasonality, which is why we were operating at a profit over the last three months.

Outside of this offering, we are concurrently soliciting high-net-worth individuals and institutional investors through Reg D.

All projections in the above narrative are forward-looking and not guaranteed.

Risks

1

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.

2

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

3

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.


Other Disclosures

The Board of Directors

Director Occupation Joined
Brian Gannon CEO @ Loop 2014
Brad O'Neill CEO @ Betterwise Learning 2018

Officers

Officer Title Joined
Brian Gannon CEO 2014

Voting Power

Holder Securities Held Power
Brian Gannon 5,000,000 Common stock 39.7%

Past Fundraises

Date Security Amount
SAFE $99,061
2/2023 SAFE $41,500
6/2022 Priced Round $38,992
2/2022 Convertible Note $5,161,210
1/2021 Loan $62,400
4/2020 Loan $62,400
6/2019 Loan $10,000
12/2018 Loan $25,000
12/2018 Loan $75,000
12/2018 Loan $60,000
12/2016 Priced Round $2,840,970

Convertible Notes Outstanding

Issued Amount Valuation Cap
2/23/22
$5,161,210
$8,500,000

Outstanding Debts

Issued Lender Outstanding
12/28/18 BRIAN GANNON
$86,821
12/28/18 BRIAN GANNON
$69,457
12/31/18 FRANCES CUMMINGS
$28,940
6/18/19 FRANCES CUMMINGS
$11,576

Related Party Transactions

Use of Funds

$50,000 50% toward marketing through paid advertising and marketing services, 42.5% toward operations (overhead, rent, salaries), 7.5% toward Wefunder intermediary fee

$579,265 Reaching our maximum target will allow us to bring on a full-time head of marketing and staff up our engineering team. 50% toward marketing through paid advertising, marketing services, and a full-time hire, 42.5% toward operations (overhead, rent, salaries), 7.5% toward Wefunder intermediary fee

Capital Structure

Class of Security Securities (or Amount) Authorized Securities (or Amount) Outstanding
Common 21,000,000 6,748,171
Preferred 6,000,000 5,834,282

Form C Filing on EDGAR

The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.

Details