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Invest in Minnesota Soccer Holdings

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

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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
$0
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

1

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.

2

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.

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
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
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
Class B Common 3,000,000 0
Class A Common 7,000,000 85,000

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.

Details