Convertible note with a $10,000,000 valuation cap and 20% discount. Investors also receive common stock warrants at $0.50 each.
|1||World's first cause-driven commerce platform connecting businesses, charities, and consumers.|
|2||Superior financial tech system that enables every type of purchase for any product or service.|
|3||Novel business model leverages social influence of charities to drive buyers to partner businesses.|
|4||Early traction with organizations (e.g., Rotary clubs) helping us acquire customers at low cost.|
|5||COVID-19 crisis has highlighted our value proposition for struggling small businesses and charities.|
The management and development team at Our Mayberry are visionaries who have created fantastic technology for the unserved last mile of commerce while addressing pressing social needs. OM offers a unique e-commerce solution to bring together neighborhood consumers and sellers including donations to charities important to both parties.
In addition, it has developed a proprietary platform that gives sellers easy and powerful access to invoicing and the acceptance of electronic payments such as credit cards and ACH. Growth has been explosive, and it is time to take this startup to the next level!
We started in 2018, with the conviction that we had to stop the hollowing out of our communities caused in part by today's commerce model. We know that the consumer of today wants their purchases to make a difference, hates ads, and wants to support businesses that reflect their values. We also know that if the current model persists, transferring wealth from mom and pop stores to global conglomerates, while local charities suffer as their donor bases shrink, our communities will collapse. We built the Our Mayberry cause-driven platform to address these problems comprehensively, to meet the expectations of consumers and reinvigorate small businesses and nonprofits in your community.
Our Mayberry connects the growing legions of consumers wishing to “vote with their dollars” to support businesses engaged in helping the community who make direct contributions to local nonprofits. We attract fundraisers by offering a comprehensive digital campaign management platform that solves key problems in the current fundraising “model” by enabling them to promote fundraising campaigns to consumers and small businesses through direct outreach, digital marketing, and visibility on the platform, and raise funds from transactions without paying a fee.
We leverage the passion of campaign supporters and mission-driven consumers to recruit small businesses to contribute to their community cause(s) of choice by promoting some or all of their products and services on the Our Mayberry platform. Our key value proposition is making it easy for any charitable group to place and promote their fundraising campaigns online and deliver their campaign supporters as motivated referral customers to businesses who support their campaigns.
Law firms and designers can participate on Our Mayberry as readily as restaurants and candy stores. Our top-notch tech team has developed a superb and comprehensive set of financial transactions capabilities that will handle ANY type of purchase: online, in store, B2B or B2C invoices, true contactless payments, and order pickup scheduling. The contributions to nonprofits are made at the point of purchase, meaning that no one touches those funds except the designated charity. Full transparency and elegant simplicity!
We make money from software service fees and a portion of card transactions fees. Businesses get free access to the platform, all financial technology tools, and one nonprofit partnership. A monthly fee is charged for 2-10 nonprofit partnerships ($19.95) and unlimited partnerships ($49.95). We project a substantial return on investment for businesses on the platform because the subscription fee is based on the number of nonprofits the business has partnered with, each of which has a self-interest in promoting partner businesses to their supporters. In addition, businesses will benefit from the financial technology tools we provide that are especially valuable now, and from the fact that Our Mayberry will occupy a unique position as a global cause-based marketing platform that will provide exposure to cause oriented travelers through geo targeting and enable businesses to have all their products and/or services consistently displayed to a growing national and international audience.
We provide a comprehensive set of marketing and operational resources for businesses and nonprofits to promote themselves to one another and to consumers directly and on social media. That's another reason we are quickly gaining traction with charities and small businesses, mostly by word-of-mouth because we have spent very little on marketing.
For example, on September 16, 2020 Our Mayberry served as the digital commerce and fundraising platform for an online event that kicked off a three month campaign to raise funds to fight homelessness in a community near Seattle. Our Mayberry enables individuals to make direct donations to the campaign and indirect contributions when they purchase from participating businesses.
The local chamber of commerce and Rotary Club selected Our Mayberry because our business model is directed at supporting communities by connecting local charities, businesses, and consumers for their mutual benefit. Instead of paying for advertising with dollars that are sucked away from the community, businesses on Our Mayberry make contributions to local nonprofits with each sale. Supporters of the nonprofit are motivated to buy from local businesses because it benefits a cause they believe in.
This successful event will serve as a model which can be used by others, including 48 additional chapters of Rotary International we have presented to, multiple chambers of commerce and related business associations we are partnering with, and local, regional, and national nonprofits we have engaged with.
Our Mayberry has financial statements ending December 31 2019. Our cash in hand is $2,500, as of August 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $48,000/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.
Our Mayberry is the world's first cause-based commerce platform connecting businesses, charities, and consumers to transform communities. Charities create free digital stores for partner businesses to display products/services which the charity promotes to their passionate supporters. Businesses can partner with multiple charities, each of which displays and promotes the products/services in exchange for a percentage donation from each sale.
In five years, we hope (but not guarantee) that Our Mayberry is driving toward becoming the dominant platform enabling belief-driven buyers globally to make every transaction count in a way that’s meaningful to them. We are aggressively pursuing partnerships with organizations that can help us quickly and efficiently acquire nonprofit and business customers. Our stretch objective is landing 5% of the 6.8M SMBs in our target market within 5-7 years, which should yield revenue of $200MM+ and enable us to go public or sell to a larger company. These projections cannot be guaranteed.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
Our Mayberry Inc. was incorporated in the State of Washington in June 2018.
Since then, we have:
Historical Results of Operations
Our company was organized in June 2018 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 $583,500 in convertibles.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 2 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 3 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
Our Mayberry Inc. cash in hand is $2,500, as of August 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $48,000/month, for an average burn rate of $48,000 per month. Our intent is to be profitable in 12 months.
Since the start of 2020, we have significantly expanded the capabilities of our software platform and have started operations. We have signed up 20 business customers and 15 charity customers.
We hope to have revenues over the next 6 months of approximately $100,000 if we are able to sign up as many 350 businesses and 50 charity customers. We expect expenses of approximately $210,000 during the same period.
We expect to need a total $250,000 of capital in order to go to market in approximately two weeks. Without any additional capital infusion, we believe we can still generate revenues within 30 days.
We likely will rely on external investors for the majority of our capital as we grow. The management team and related parties have already made significant financial commitments to the Company.
The market in which the Company operates is highly competitive. If we fail to compete effectively against other companies in our industry, we could lose customers and our revenues could decline. Current and potential competitors may have advantages over us, such as longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing and human resources. These companies could use their experience and resources against us in a variety of competitive ways, including by making acquisitions, investing more aggressively in product development and competing more aggressively for customers through increased marketing or other promotions. In addition, existing or future competitors may develop or offer products or services that provide significant performance, price, creative or other advantages over those offered by us.
Lee Brillhart and Jack Kindred 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.
The market in which the Company operates is characterized by rapid changes in technology and market factors that can result in an extremely short product lifecycle. As a result, the Company’s success depends on its ability to anticipate market demands and shifts in requirements, to meet development schedules and to manage relationships with our customers, vendors, suppliers and other parties. Any failure to adjust to changes in market preferences would adversely impact our results of operations.
The Company is seeking to raise up to $1,070,000 through this Offering. We intend to use these proceeds principally to pay operating expenses and to provide working capital to allow the business to go forward, including to secure additional funding through an offering of preferred stock or other securities. If we are unable to raise the full amount of the funds sought, it may be necessary to modify our business plan. If we are unable to expand, we will not be able to grow revenue as quickly as anticipated and we may be more vulnerable to new competition. If less than the full amount of this Offering is raised, the Company may not be able to achieve its business plan as set out herein.
Our future success depends to a significant degree on the efforts of key personnel. In particular, we are dependent on the efforts of our officers, directors and advisors. The loss of services of key personnel could have a material adverse effect on our business.
The Company has a limited operating history. Our operations are subject to all the risks inherent in starting a new business. We cannot be certain our business strategy will be successful. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered when starting any company. If we fail to address any of these risks or difficulties adequately, our business will likely suffer. There is no assurance that we can operate profitably or successfully implement our business plan.
The Company’s business plan depends significantly on its intellectual property being commercially viable. There can be no assurance that the critical aspects of the Company’s intellectual property will be adequately protected, that the Company’s intellectual property or its services do not and will not infringe on the intellectual property rights of others or that others will not make use of certain of the Company’s intellectual property. The Company acquired core parts of its technology from other companies and believes that its obligations in respect of ownership of that technology have been fully satisfied and paid. The Company makes no other representations or warranties regarding its intellectual property.
The Company’s success depends largely on its ability to utilize and protect its intellectual property. The Company plans to require each of its employees to sign a confidentiality and work for hire agreement. While the Company believes that the agreements will protect the Company’s intellectual property interests, no assurance can be given as to the enforceability of such agreements.
We intend to use the estimated net proceeds to be received in this Offering generally as set forth in our disclosures. However, we may allocate and use such proceeds differently and for other purposes not currently anticipated. As a result, our success will substantially depend on the discretion and judgment of our management with respect to the application and allocation of a substantial portion of the net proceeds of this offering.
No one should invest in the Securities who does not have adequate financial means to bear the loss of his, her or its entire investment.
The Securities offered by the Company have not been registered under United States federal or state securities laws and may not be offered for sale, sold or otherwise transferred or assigned for value, directly or indirectly, nor may the Securities be transferred on the books of the Company, without registration of such Securities under all applicable United States federal or state securities laws or compliance with an applicable exemption therefrom, such compliance, at the option of the Company, to be evidenced by an opinion of the security holder’s counsel, in a form acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer or assignment.
Although the Company may in the future offer its securities to the public, it is not currently anticipated that any public market for the Securities or any other of the Company’s securities will develop. Consequently, holders of the Securities may not be able to liquidate their investments in the event of an emergency or for any other reason. In addition, the Securities will not be readily acceptable as collateral for a loan. A purchase of the Securities should be considered only as a long-term investment.
Investors may suffer dilution of their ownership interests in the Company as a result of future issuances of additional shares of capital stock or other interests in the Company.
Investors in this Offering are unlikely to have any significant control over the Company, as future equity investors and the current holders of the Company’s Common Stock will likely hold a significant majority of the Company’s shares of both Common Stock and Preferred Stock.
Temporary Rule 201(z)(2) provides temporary relief from certain financial information requirements by allowing issuers to omit the financial statements required by Rule 201(t) in the initial Form C filed with the Commission. This offering has commenced in reliance of Temporary Rule 201(z)(2) and, as a result, the following must be disclosed: (i) the financial information that has been omitted is not otherwise available and will be provided by an amendment to the offering materials; (ii) the investor should review the complete set of offering materials, including previously omitted financial information, prior to making an investment decision; and (iii) no investment commitments will be accepted until after such financial information has been provided.
The COVID-19 crisis is impacting Our Mayberry to the extent that it has negatively impacted the overall business climate and created challenges for nonprofits who have relied on in person events for a significant portion of their donations. Our Mayberry has mitigated this risk by offering business and charities highly competitive credit card processing rates and: 1) introducing new financial tools for businesses that enable true contactless payments and scheduling visits to businesses for access or product pickup; 2) creating (and using) a model for online fundraising events for nonprofits that support both direct donations to the nonprofit and contributions from businesses who partner with the nonprofit when they sell products and services on our platform.
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