Invest in Minnesota Soccer Holdings

Be an owner of a soccer team. The first community owned MN women's soccer team.

Last Chance

Closing on Dec 6 @ 11PM EST

day

hour

min

sec

ALMOST SOLD OUT

$934,392

of a $1,000,000 goal

INVEST

min $100

INVESTMENT TERMS

$2.13Mpre-money valuation Priced Round

$100, $300, $600, $1K, $5K, $10K

LEAD INVESTOR

My name HwaJeong Kim and I am a Saint Paul resident and an active community organizer in the North End neighborhood. My family consists of my cat Zora, a ridiculously lovable puggle named Kepler, and my partner Steven Carlson. I am currently the executive director at Minnesota Voice and a fan of Equal Time Soccer and I am incredibly proud to be the lead community investor for the Minnesota Women’s Soccer Team. Growing up, like so many children my age, I played soccer with the 1999 World Cup Champion US Women’s National Team highlight reel playing in my head. Seeing the women of our country represent the very best of the sport made us all dream about what was possible. But as the US has continued to dominate at the global stage, we have yet to see that dominance translate into professional quality opportunities for women in markets like the Twin Cities and similar markets across the country. Players seeking to develop into world class professionals are left to either be at that level at age 21 and make the jump to the NWSL and national team or take winding roads overseas in hopes of eventually making that jump. It’s clear that more local investment is needed to build a mature development system that can give local players a chance to be showcased closer to home, and the Minnesota Women’s Soccer Team and the USL W League is ready to make that investment. In many ways, Minnesota being the first place to have a community owned women’s soccer team makes perfect sense. The community here fills the stands at Elizabeth Lyle Robbie Stadium to support Big Ten Championship Gopher Soccer teams showcasing some of the best Minnesota women’s soccer players each fall. It’s supported countless iterations of professional men’s teams through multiple leagues, team names, and venues. It’s helped make the Minnesota Lynx into one of the most successful franchises in all of sports. This opportunity, to take our community’s passion and invest it directly into new opportunities for our best women’s soccer players, is both incredibly unique and entirely fitting for what we do as Minnesotans — and I want you to join me in making it happen. I’m investing in the Minnesota Women’s Soccer Team because I want our top college players, no matter which program they play for, to have a professional level team to play for over the summer as they continue developing. I want our best aspiring professionals to come home from overseas — when the traditional European calendar has leagues on their break — and have a chance to showcase themselves in the US and in their own community. And I want every young soccer player in Minnesota to be able to watch a diverse set of local women competing at the highest level so they can experience what I experienced — except this time, it will be happening in their own back yard.

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Financials

We have financial statements ending July 31 2021. Our cash in hand is $18,015.25, as of July 2021. Over the three months prior, revenues averaged $1,970/month, cost of goods sold has averaged $71.03/month, and operational expenses have averaged $1,893.89/month.

At a Glance

Mar 17 - Dec 31

Revenue

-$5,895

Net Loss

$8,910

Short Term Debt

$43,000

Raised in 2021

$18,015

Cash on Hand

Net Margin:

N/A

Gross Margin:

N/A

Return on Assets:

-33%

Earnings per Share:

-$0.07

Revenue per Employee:

N/A

Cash to Assets:

100%

Revenue to Receivables:

Debt Ratio:

49%

MN Soccer Holdings GBC - July 2021 Reviewed Financial Statements - FINAL 1 .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

We plan to launch a Minnesota women's soccer team in the brand-new USL-W League. We plan to play our first matches in 2022.

In 5 years, we want to be a professional women's soccer team. Our goal is to launch this pre-professional team and take it to the highest levels of women's soccer. These projections cannot be guaranteed.

Milestones

Minnesota Soccer Holdings GBC was incorporated in the State of Minnesota in March 2021.

Since then, we have:

This is a rare opportunity to become a legitimate owner of a soccer club in the US.
Long-term growth of women's soccer
2 members of the board of directors will be elected by the community investors.
Community investors will have a say in the branding of the new club.

Historical Results of Operations

Our company was organized in March 2021 and has limited operations upon which prospective investors may base an evaluation of its performance.

Revenues & Gross Margin. For the period ended July 31, 2021, the Company had revenues of $0.
Assets. As of July 31, 2021, the Company had total assets of $18,015, including $18,015 in cash.
Net Loss. The Company has had net loss of $5,895 for 2021.
Liabilities. The Company's liabilities totaled $8,910 for 2021.

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 $40,000 in equity, $3,000 in debt.

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. 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

Minnesota Soccer Holdings GBC cash in hand is $18,015.25, as of July 2021. Over the last three months, revenues have averaged $1,970/month, cost of goods sold has averaged $71.03/month, and operational expenses have averaged $1,893.89/month, for an average net margin of $5.08 per month. Our intent is to be profitable in 35 months.

Since the date our financials cover, we continue to make purchases for the organization, primarily related to merchandise sales and our booth for the State Fair. We have also secured and deposited all founding investments, bringing our total initial investment amounts to $40,000.

A conservative estimate of revenues (outside of funds raised through the sale of shares) through YE 2021 is approximately $20,000. Expenses through YE 2021 could be as much as $45,000 depending on timing of costs incurred, hiring of key staff, and other factors. We expect reaching breakeven at the end of our 3rd season, in about 35 months, assuming we generate adequate revenue from each season. These projections cannot be guaranteed.

We anticipate additional sponsorship and other revenue to be realized in the next 6-8 months leading up to our first season of play. Forward projections cannot be guaranteed.

Risks

Minnesota Soccer Holdings, GBC (“MSH” or the “Company”) is organized as a public benefit corporation under Minnesota Statutes Chapter 304A. As such, it exists to pursue a general public benefit with a particular focus on support women’s soccer in Minnesota and, as such, will prioritize allocation of its resources towards that public benefit instead of towards returning profit to its shareholders.

Andrea Yoch and Susan Earle are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.

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
Andrea Yoch	Marketing @ Andrea Yoch & Co	2021
Elisa Vicuña	Forensics @ KPMG	2021
Andrea Carroll-Franck	Youth Development @ Boys & Girls Clubs of the Twin Cities	2021
Matt Privratsky	Politics @ City of Saint Paul	2021
Wes Burdine	Restauranteur @ Black Hart of Saint Paul	2021

Officers

Officer	Title	Joined
Susan Earle	CFO	2021
Andrea Yoch	President	2021

Voting Power

Holder	Securities Held	Voting
Andrea Yoch	35,000 Class A Shares	41.2%

Past Equity Fundraises

Date	Security	Amount
	Priced Round	$607,693
07/2021	Loan	$3,000
03/2021	Priced Round	$30,000
03/2021	Priced Round	$5,000
03/2021	Priced Round	$5,000

Outstanding Debts

Issued	Lender	Outstanding	Maturity
07/31/2021	Company stockholder	$3,000

Related Party Transactions

Use of Funds

$50,000

7.5% wefunder24% team registration costs50% coaching staff10.5% uniforms/team gear8% working capitol We'll use the funds for start up and first year costs (including the costs and expenses of this offering) as we gear up for the 2022 season. We'll also use funds to cash flow operational needs before we have ticket sales and other revenues coming in. These could include staff salaries, marketing costs, play costs, game day costs, and other administrative items. Investment from community will also ensure we are on strong financial footing, not just now, but into the future.

$1,000,000

7.5% wefunder2.5% startup costs38% coaching staffing costs for 3 years14% working capitol for 2 years21% game costs for 3 years5% player needs for 3 years (housing, uniforms/gear)5% marketing for 3 years7% reserve If our fundraising hits our maximum goal, we'll have more freedom to invest in one time items as we build to our first season. We'll also be able to reserve more funds for the future to ensure that the club is financially viable for multiple years, buffering against unanticipated expenses or revenues that fall short of projections.

Capital Structure

Class of Security	Securities (or Amount) Authorized	Securities (or Amount) Outstanding	Voting Rights
Class B Common	3,000,000	0	Yes
Class A Common	7,000,000	85,000	Yes

The Funding Portal

Minnesota Soccer Holdings is conducting a Regulation Crowdfunding offering via Wefunder Portal LLC. CRD Number: #283503.

Form C Filing on EDGAR

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

Name	Wesley Burdine
Amount Invested	$5,000
Transaction type	Priced Round
Issued	03/17/2021
Valuation cap	$0
Relationship	Founder

Name	Matthew Privratsky
Amount Invested	$5,000
Transaction type	Priced Round
Issued	03/17/2021
Valuation cap	$0
Relationship	Founder

Name	Andrea Yoch
Amount Invested	$30,000
Transaction type	Priced Round
Issued	03/17/2021
Valuation cap	$0
Relationship	Founder

Name	Company stockholder
Amount Invested	$3,000
Transaction type	Loan
Issued	07/31/2021
Outstanding principal plus interest	$3,000 as of 08/2021
Interest	0.0 per annum
Outstanding	Yes
Current with payments	Yes
Relationship	Company stockholder