Days To Go: 195
Price per Share:
Minimum Share Investment:
120 shares @ 8.34 per share
Minimum Target Raise:
Maximum Reg CF Raise:
Primarily Equity Share Investments
Preferred Stock Terms:
Accrued 6% per year dividends, paid when declared, as cash or as additional preferred stock. Preferred dividends paid in preference to any distributions paid on common stock. Conversion option for 1:1 shares of common stock in event of public offering. Option to request repurchase of Preferred shares by the Company.
Freedom From Loans, Inc.
Reg CF for all US Investors via EquityDoor, LLC.
Minimum amount of Series A Shares of Preferred Stock being offered
Total Series A Shares of Preferred Stock outstanding after Offering (if minimum amount reached)
Maximum amount of Series A Shares of Preferred Stock
Total Series A Shares of Preferred Stock outstanding after Offering (if maximum amount reached)
Purchase price per Security
Minimum investment amount per investor
December 6, 2022
Use of proceeds
Primarily Equity Share Investments in Real Estate Properties
No voting rights
Freedom From Loans, Inc. (FFL) – Overview:
Funds acquired through this offering will be secured by real
property syndications that use a unique and disruptive alternative to
traditional real estate financing.
Investments will be made in markets where an above average rate of return is expected based on a combination of appreciation potential and cash flow from operations.
Using FFL’s unique, ”true equity share” plans, preferred shareholders will have a 6% annual return secured by three FFL revenue streams:
1. Rental revenues
2. Management fees
3. Property appreciation gains
Preferred shareholders also have redemption and a 1:1 conversion option to common shares in the event of a public common share stock offering.
Freedom from Loans,
Inc. (FFL) Operations:
FFL is a new company seeking to provide a disruptive approach to funding real estate investments. The Company’s True Equity Sharing Plans are designed to eliminate loans and encumbrances of former sole owners or new investors in real estate properties. The Company’s plans can also work in conjunction with partial reductions in loan balances when the former sole owner or new investor wants to retain a higher equity percentage in the property by continuing to maintain some level of personal indebtedness.
FFL is distinctly different from existing firms purporting to be “equity share investors”. Traditional equity share investment companies are typically lenders securing their investment by 2nd liens on properties and using equity sharing to enhance their return.
In contrast, Freedom From Loans will typically form an LLC for each property investment and pay down, pay off or assume the existing mortgage which permits the former sole owner or new investor to retain their equity value, With a complete pay off, the equity share plan permits the former sole owner or new property investor to be debt free rather than potentially in trouble staying current on a large debt when unexpected issues arrive with respect to employment, business developments, unexpected medical burdens, and etc.
FFL is designed to provide financial benefits to four very different classes of real estate investments including:
1. Financial Distress Situations – Behind in mortgage payments due to financial problems.
2. Aspirational Buy Situations -- Young metros seeking space for a growing family or retreat from the city core in a house of their dreams but beyond what they can afford by traditional mortgage lender standards. Alternately, an investor seeking to purchase a property requiring more capital than they have quickly available.
3. Senior Citizens – An equity share alternative to traditional reverse mortgages providing cash for enjoyment in senior years and a structure that facilitates passing their home on to heirs without them being forced to sell the property to pay off a reverse mortgage.
4. Builder Assist programs – Project completion and fix-and-flip funding plus potential assist in closing sales of completed projects using the True Equity Share Plans of FFL
Naturally, there are differences in the True Equity Share Plans for the different customer classes, but at the core all of the plans, FFL seeks to provide a fair deal to its partners, the former sole owner or new investors in each property, while as the same time providing a superior rate of return to its investors.
The Offering is for Preferred Stock with dividends accruing at 6% per year, paid in preference to any distributions paid on common stock when declared as cash or as additional preferred stock. The Preferred Stock has an option to convert to common stock at a 1:1 share ratio in the event of a public offering. Preferred Stockholders also have the option to have their shares repurchased by the company as defined in the Form C document.
Funds raised in the Offering will be used to make investments in real estate properties primarily through True Equity Share Plans utilizing LLC;s for the membership share ownership of the properties in which we invest.
FFL will receive proportionate earnings distributions from the LLC’s, plus service fees for accounting, legal, tax, administrative services, lease/rental income, and capital gains when properties are sold. These revenue streams that can be used to fund dividends and normal company operations.
FFL True Equity Share Plan investments will typically be in locations and periods of high expected appreciation in real estate prices, such as the metro Austin Texas market where single family homes appreciated 42% in the twelve months ending July 2021.
Business factors supporting the Preferred Stock dividends:
Based on assumptions of declining rates of appreciation in real estate prices over the coming years, the financial projections for FFL’s proportional shares reflect a 33% internal rate of return. If national real estate prices continue to appreciate at the 2020-2021 rates, the long term internal rate would be over 60%. Conversely, starting at rates of appreciation below half the national rate for 2020-2021, and declining in coming years, the projected internal rate of return would drop to around 15%.
Financial projections for Freedom From Loans are highly dependent on many variables including inflation, real estate appreciation, local and regional markets, and cost of capital
The projected rates of return in the ProForma are based on single family residences and focused on assumed interest costs (3.5%), FFL leverage (60%), lease rates (as a ratio of the cost of the property), and service fee rates necessary to support profitable operations by FFL.
In transition periods when increased uncertainty exists in national or local market appreciation potential, a greater emphasis will be placed on immediate and near term cash flow. Builder assist, fix-and-flip, and other types of investment transactions offer the potential for short term gains not tied to long term capital appreciation. Also where cap rates permit, solid and stable cash flows may be sought from Class A multi-family properties that have solid and stable cash flow returns as a stable balance to returns based on appreciation potential.
Various forms of protection of capital may be sought in the True Equity Share Plans. For example, in markets where the recent price of real estate has appreciated much faster than historic norms, rental and lease rate increases may have lagged behind. Investment protections will be sought to insure that the investments made by FFL are supported by rental and lease prices that make the investment rational and profitable, including protection against near term reversals of exceptional appreciation immediately prior to an investment by FFL.
Freedom From Loans (“FFL”) is a new company created to make equity sharing investments in residential and other types of geographically diversified properties where economic conditions indicate the potential for above average appreciation or cash flow potential.
The Company will purchase and own residential real property and other types of geographically diversified properties through individual special purpose entities as part of equity sharing arrangements with individuals, other real estate investors, and developers.
Initial operations and investments are planned for Austin, Texas, with geographic expansion of investments in other locations when appropriate opportunities are identified. The initial focus is on single family and multi-unit residential properties.
FFL offers a “True Equity Share Plan’’ which is a co-ownership by (i) FFL and (ii) a former sole owner of a property, or investor in a new property being purchased (collectively, an “FSO”),
FFL takes a long-term view on property investments. Under the “True Equity Sharing Plan”, each investment will be made through a newly created LLC holding on that property, in partnership with an FSO. There is no predetermined time limit, maximum investment, lien, mandatory monthly payment, so long as the market value of the property holds at a level that maintains the FSO membership share value at or above a defined minimum equity value. Also, FFL’s “True Equity Share Plans” are uniquely structured so that the property becomes debt free with no outstanding liabilities or liens remaining.
Upon formation of an LLC, FFL will typically pay off the property debt, and the LLC will hold the property free and clear. FFL will hold proportional share interests in separate LLCs created for each property investment, with safety provisions built into the LLC Operating Agreements to protect both the FSO and FFL.
The FSO that may have previously had large debts will now be debt free with FFL assuming or paying off the mortgage and other encumbrances on the property.
For single family homes or condominium partners, an FSO partner may choose to reside in the property by entering into a rental agreement with the LLC, or if the FSO does not desire to rent or lease the property it will be leased to a third party and held as a revenue-generating investment by the LLC.
The FSO and FFL share in the net rental income of the LLC and gains upon sale of the property, proportionate to their respective membership share percentages, less provisions that may exist in the LLC Operating agreement for such items as reserves in anticipation of major maintenance. The FSO no longer directly pays taxes, insurance, or other fees related to home ownership which are now paid by the LLC. As the Property Manager, FFL earns fees from the LLC for services such as accounting, legal, and other administrative tasks.
Risks Related to the Company's Business and Industry
The Company Has No Operating History Upon Which You Can Evaluate Our Performance, and Accordingly, Our Prospects Must Be Considered in Light of the Risks that Any New Company Encounters.
The Company was incorporated under the laws of Texas on September 7, 2020. Accordingly, the Company has no history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of advertising, promotions, and a corresponding client base. The Company anticipates that our operating expenses will increase for the near future. There can be no assurances that the Company will ever operate profitably. You should consider the Company’s business, operations, and prospects in light of the risks, expenses, and challenges faced as an early-stage company.
The Company's Success Depends on the Experience and Skill of the Board of Directors, its Executive Officers, and Key Employees.
In particular, the Company is dependent on Jesse Alan Jones, CEO, President, and Treasurer, Lizanne Wilfred Rebello Vice-President and Secretary, and Gerald Clements Vice-President Business Development. The Company has or intends to enter into employment agreements with Jesse Alan Jones, Lizanne Wilfred Rebello, and Gerald Clements although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period. The loss of Jesse Alan Jones, Lizanne Wilfred Rebello, Gerald Clements, or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow, and results of operations.
The Amount of Capital the Company is Attempting to Raise in this Offering is Not Enough to Sustain the Company's Current Business Plan.
To achieve the Company’s near and long-term goals, the Company will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If the Company is not able to raise sufficient capital in the future, the Company will not be able to execute our business plan, our continued operations will be in jeopardy and the Company may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of his or her investment.
Although Dependent on Certain Key Personnel, the Company Does Not Have Any Key Man Life Insurance Policies on Any Such People.
The Company is dependent on Jesse Alan Jones, Lizanne Wilfred Rebello, and Gerald Clements to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of Jesse Alan Jones, Lizanne Wilfred Rebello, and Gerald Clements die or become disabled, the Company will not receive any compensation to assist with such a person's absence. The loss of such a person could negatively affect the Company and its operations.
The Company is Subject to Income Taxes as Well as Non-Income-Based Taxes, Such as Payroll, Sales, Use, Value-Added Net Worth, Property and Goods and Services Taxes, in Both the U.S. and Texas.
Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although the Company believes that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals, and (ii) any material differences could have an adverse effect on our financial position and results of operations in the peri od or periods for which determination is made.
A Failure of the Company's Technology Infrastructure Could Have a Material Adverse Effect on the Company's Operations and Financial Results.
Our business performance depends upon the effectiveness of our technology infrastructure, property management, and accounting platforms, the failure of which could materially impact our business and financial results. The Company will undertake significant investments in our technology infrastructure to effectively and efficiently make real estate-backed investments and improve our existing technology platform. Notwithstanding, the Company may not be able to effectively make investments, achieve our expected revenue growth and the Company could experience a significant competitive disadvantage in the marketplace.
The Company Has Indicated That It Has Engaged In Certain Transactions With Related Persons.
Please see the section on of this Memorandum entitled "Transactions with Related Persons and Conflicts of Interest" for further details.
The Company’s Business Operations May Be Materially Adversely Affected by a Pandemic Such as the Coronavirus (COVID-19) Outbreak.
In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which spread throughout other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COV I D- 19) a "Public Health Emergency of international concern." On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar 11 declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVI D-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a "pandemic" COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets worldwide. The Company's business could be materially and adversely affected. The extent to which COVI D-19 in1pacts the Company's business will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVI D-19 and the actions to contain COVI D-19 or treat its impact, among others. If the disruptions posed by COVI D-19 or other matters of global concern continue for an extended period of time, the Company's operations may be materially adversely affected.
The Company Faces Risks Related to Health Epidemics and Other Outbreaks, Which Could Significantly Disrupt the Company's Operations and Could Have a Material Adverse Impact on Us.
The outbreak of pandemics and epidemics could materially and adversely affect the Company's business, financial condition, and results of operations. If a pandemic occurs in areas in which the Company has material operations or sales, the Company's business activities originating from affected areas, including sales, materials, and supply chain related activities, could be adversely affected. Disruptive activities could include the temporary closure of facilities used in the Company's supply chain processes, restrictions on the export or shipment of products necessary to run the Company’s business, business closures in impacted areas, and restrictions on the company’s employees' or consultant's ability to travel and to meet with customers vendors, or other business relationships. The extent to which a pandemic or other health outbreak impacts the Company's results will depend on future development, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of a virus and the actions to contain it or treat its impact, among others. Pandemics can also result in social, economic, and labor instability which may adversely impact the Company's business.
If the Company’s employees or employees of any of the Company’s vendors, suppliers, or customers become ill or are quarantined and in either or both events are therefore unable to work, the Company's operations could be subject to disruption. The extent to which a pandemic affects the Company's results will depend on future developments that are highly uncertain and cannot be predicted.
Our Future Cash Flow is Dependent on the Performance of Our Tenants and Continued Demand in the Housing Market.
The Company is subject to risks that financial distress, default, or bankruptcy of our tenants may lead to vacancy at our properties or disruption in rent receipts because of partial payment or nonpayment of rent or that expiring leases may not be renewed. Under unfavorable general economic conditions, such as poor consumer sentiment, inflation, inclement weather, or natural disaster, there can be no assurance that our tenants' level of sales and financial performance generally will not be adversely affected, which in turn, could negatively impact our rental revenues and the market value of property owned and proceeds from any property sale.
Failure to Attract and Retain Qualified Personnel at a Reasonable Cost Could Jeopardize Our Competitive Position.
As our industry is characterized by high demand and intense competition for talent, the Company may need to offer higher compensation and other benefits to attract and retain quality sales, technical, and other operational personnel in the future. The Company competes with other companies engaged in real estate services for qualified personnel. The Company expects in the future to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. The Company must hire, and train qualified managerial and other employees on a timely basis to keep pace with our rapid growth while maintaining consistent quality of services across our operations in various geographic locations. The Company must provide continued training to our managerial and other employees so that they are equipped with up-to-date knowledge of various aspects of our operations and can meet our demand for high-quality services. If the Company fails to do so, the quality of our services may decline. The Company cannot assure you we will be able to attract or retain the quality personnel that we need to achieve our business objectives.
The Company is Subject to Potential Liability Due to Environmental matters.
Under federal, state, and local laws relating to protection of the environment ("Environmental Laws"), a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of petroleum products or other hazardous or toxic substances on the property. These owners may be required to investigate and clean-up the contamination on the property as well as the contamination which has migrated from the property. Environmental Laws typically impose liability and clean-up responsibility without regard to whether the owner or operator knew of, or was responsible for, the presence of the contamination. This liability may be joint and several unless the harm is divisible and there is a reasonable basis for allocation of responsibility. In addition, the owner or operator of a property may be subject to claims by third parties based on personal injury, property damage, and/or other costs, including investigation and clean-up costs, resulting from environmental contamination. Environmental Laws may also impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated. These restrictions may require expenditures. Under the Environmental Laws, any person who arranges for the transportation, disposal, or treatment of hazardous or toxic substances may also be liable for the costs of investigation or clean-up of those substances at the disposal or treatment facility, whether or not the facility is or ever was owned or operated by that person.
The Company is also subject to the risk that any environmental assessments of our properties may not have revealed all potential environmental liabilities, any prior owner or prior or current operator of these properties may have created an environmental condition not known to us, or an environmental condition may otherwise exist as to any one or more of these properties. Any one of these conditions could have an adverse effect on our results of operations. Moreover, future environmental laws, ordinances, or regulations may have an adverse effect on our results of operations and financial condition. Also, the current environmental condition of those properties may be affected by tenants and occupants of the properties, by the condition of land or operations in the vicinity of the properties (such as the presence of underground storage tanks), or by third parties unrelated to us.
Competition Could Limit Our Ability to Operate Our Business Profitably.
Our "True Equity Share Plans" (defined herein under "Business") will compete with other similarly situated and better-capitalized competitors to attract property buyers and current owners. Our competitors ' tem1s may be more favorable than the Company can provide. In addition, our ability to compete and generate favorable returns depends upon, among other factors, trends of the national and local economies, the financial condition and Liquidity of current and prospective renters, availability and cost of capital, taxes, and governmental regulations. Given our significant competition, the Company cannot assure you that it will be successful in achieving market traction or in generating favorable returns, which would materially and adversely affect our business and results of operations.
Our Business Operations Are Susceptible to and Could Be Significantly Affected by, Adverse Weather Conditions and Natural Disasters that Could Cause Significant Damage to Our Properties.
Although the Company intends to obtain insurance for our properties, our insurance may not be adequate to cover business interruption or losses resulting from adverse weather or natural disasters. In addition, our insurance policies may include substantial self-insurance portions and significant deductibles and copayments for such events, and recent hurricanes in the United States have affected the availability and price of such insurance. As a result, the Company may incur significant costs in the event of adverse weather conditions and natural disasters. If the Company experiences a loss that is uninsured, or which exceeds our policy limits, the Company could incur significant costs and lose the capital invested in the damaged properties, as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, the Company would continue to be liable for the indebtedness, even if these properties were irreparably damaged. In addition, certain of our properties may not be able to be rebuilt to their existing height or size at their existing location under current land-use laws and policies. In the event that the Company experiences a substantial or comprehensive loss of one of our properties, the Company may not be able to rebuild such property to its existing specifications and otherwise may have to upgrade such property to meet current code requirements.
The Company May Depend on Third Party Service Providers, Suppliers, and Licensors in the Development, Redevelopment Maintenance or Upgrade of the Properties.
In certain instances, the Company relies on single or limited-service providers and outsourcing vendors or subcontractors because the relationship is advantageous due to quality, price, or lack of alternative sources. If production or service is interrupted and the Company is not able to find alternate third-party providers, the Company could experience disruptions in developing or maintaining its properties, including construction delays, cost overruns, and redesigns. If outsourcing services are interrupted or not performed or the performance is poor, this could impact our ability to execute our business plan and provide a return to our investors.
The Company May Depend on Third-Party Providers, Suppliers and Licensors to Supply Some of the Hardware, Software and Operational Support Necessary to Provide Some of Our Services.
We obtain these materials from a limited number of vendors, some of which do not have a long operating history, or which may not be able to continue to supply the equipment and services we desire. Some of our hardware, software and operational support vendors represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivities. If demand exceeds these vendors' capacity or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers. These events could materially and adversely affect our ability to retain and attract customers and have a material negative impact on our operations, business, financial results, and financial condition.
Inflation or Deflation May Adversely Affect Our Results of Operations and Cash Flows.
Increased inflation could have an adverse impact on interest rates, property management expenses, home purchase prices, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Conversely, deflation could lead to downward pressure on rents and other sources of income without an accompanying reduction in our expenses. Accordingly, inflation or deflation may adversely affect our results of operations and cash flows.
Market Fluctuations in Rental Rates and Occupancy Could Adversely Affect Our Operations.
As leases turn over, our ability to re-lease the space to existing or new tenants at rates equal to or greater than those realized historically may be impacted by, among other things, the economic conditions of the market in which a property is located, the availability of competing space (including sublease space offered by tenants who have vacated space in competing buildings prior to the expiration of their lease term), and the level of improvements which may be required at the property. The Company cannot be assured that the rental rates the Company obtains in the future will be equal to or greater than those obtained under existing contractual commitments. If the Company cannot lease all or substantially all the expiring space at our properties promptly, or if the rental rates are significantly lower than expected, then our results of operations could be negatively impacted.
Climate Change May Adversely Impact Our Business.
There is growing concern from members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases and other human activities have or will cause significant changes in weather patterns and increase the frequency and severity of climate stress events. Climate change, including the impact of global warming, creates physical and financial risks. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in intense precipitation and extreme heat events, as well as tropical and non-tropical storms. The Company may own buildings in coastal locations that may be particularly susceptible to climate stress events or adverse localized effects of climate change, such as the sea-level rise and increased storm frequency or intensity. The occurrence of one or more natural disasters, such as hurricanes, fires, floods, and earthquakes (whether or not caused by climate change), could cause considerable damage to our properties, disrupt our operations and negatively impact our financial performance. To the extent, these events result in significant damage to or closure of one or more of our buildings, our operations, and financial performance could be adversely affected through lost tenants and an inability to lease or re-lease the space. In addition, these events could result in significant expenses to restore or remediate a property, increases in fuel (or other energy) prices, or a fuel shortage, and increases in the costs of insurance if they result in significant loss of property or other insurable damage.
If Rents in Our Markets Do Not Increase Sufficiently to Keep Pace with Rising Costs of Operations, Our Operating Results Will Decline.
The success of our business model will substantially depend on conditions in the property market in our geographic markets. Our business depends on assumptions about, among other things, occupancy and rent levels. If those assumptions prove to be inaccurate, our operating results will be worse than expected.
The Company May Obtain Only Limited Warranties When the Company Purchases a Property and Would Have Only Limited Recourse in the Event Our Due Diligence Did Not Identify Any Issues that Lower the Value of Our Property.
The seller of a property often sells such property in its "as is" condition on a " where-is" basis and "with all faults" without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase and sale agreements may contain only limited warranties, representations, and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that the Company may lose some or all our invested capital in the property, as well as the loss of rental revenue from that property, which could negatively affect our business and the value of your investment.
Our Management Team Has Limited Experience in Our Industry and Has Not Faced the Risks and Challenges Specific to Our Business.
Members of our management team may make decisions detrimental to our business and/or be unable to successfully manage our operations. The inadequate management of our business will have a negative effect on our results of operations.
To Date, The Company Has Not Generated Revenue and Do Not Foresee Generating Any Revenue Soon.
The Company is a startup company, and our business model currently focuses on investment, purchasing, and growth, rather than generating revenue. While the Company intends to generate revenue in the future, the Company cannot assure you when or if the Company will be successful in doing so.
The Company relies on external financing to fund our operations. The Company anticipates, based on our current proposed plans and assumptions relating to our operations (including the timetable of, and costs associated with our business) that, if the Minimum Amount is raised in this Offering, it will be sufficient to satisfy our contemplated cash requirements through approximately 3 months of preparation for operations, assuming that the Company does not accelerate the development of other opportunities available to us, engage in an extraordinary transaction or otherwise face unexpected events, costs or contingencies, any of which could affect our cash requirements.
The Company May Face Potential Difficulties in Obtaining Capital.
The Company may have difficulty raising needed capital in the future because of, among other factors, our lack of a long track record, our Limited number of properties, as well as the inherent business risks associated with our company and present and future market conditions. Our business currently does not generate any sales and future sources of revenue may not be sufficient to meet our future capital requirements. The Company will require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, the Company may be required to delay, reduce the scope of or eliminate one or more of our property acquisitions, developments, renovations, or marketing efforts, any of which may materially harm our business and results of operations.
Terrorist-Sponsored Attacks, Both Foreign and Domestic, Could Have Adverse Effects on Our Business and Results of Operations.
Terrorist attacks and threatened attacks have from time to time materially adversely affected the demand for properties/real estate and have also resulted in increased safety and security costs for us and the real estate industry generally. Additional terrorist attacks, even if not made directly on our properties, or the fear of such attacks or other hostilities, would likely have a further significant negative impact on us and the real estate industry. Terrorist-sponsored attacks, both foreign and domestic, could have adverse effects on our business and results of operations. These attacks could accelerate or exacerbate other industry risks and also have the potential to interfere with our business by disrupting our tenants' ability to conduct their businesses.
Rate of Return
The rate of return is dependent upon the sum of net rental income plus the underlying change in the market value of a property. Although real estate prices have experienced a long-term appreciation there is no assurance that this wi11 continue, and volatility and depreciation is common and can and have occurred.
FFL's True Equity Share Plan will have to compete with various forms of property financing and mortgage assistance programs and will need to be viewed as a competitive offering to achieve reasonable market penetration.
The value of real estate has had a long-term appreciation concurrent with underlying inflation rates. The True Equity Share Plan model rate of return relies in part on a continuation of this long-term trend which may or may not continue.
Although contractual documents may have been signed defining procedures for sale of a property, changing government regulations or objections by the minority owner may cause problems and delays in proceeding as planned.
Future Disruptions in the Financial Markets or Deteriorating Economic Conditions Could Adversely Impact the Real Estate Market as well as the Market for Debt-Related Investments Generally, Which Could Hinder our Ability to Implement our Business Strategy and Generate Value in the Company.
Future disruptions in the financial markets or deteriorating economic conditions may impact the demand for and availability of Home Equity Agreements. During periods of volatility, the number of investors participating in the market may change at an accelerated pace.
Values of Properties May Decline.
The value of the properties in which the Company has made equity share investments may decline, and in some cases may decline significantly. A loss would be experienced if any such property were to be liquidated when the value of the property was less than the original value.
The Company's Platform and The Equity Share Plans May Not Be Definitely Adopted and May Have Limited Users.
Our concept of marketing, originating, and funding our True Equity Share Plan is relatively new and untested. There can be no assurance that our products will achieve market acceptance. Investors acquiring Securities will bear the risks of investing in a novel, relatively untested type of business, as well as the risks of investing in real estate. Any ai lure of the Company to perform as expected will have a material adverse effect on our prospects.
It is possible that the Company's platform and products will not be used by a large number of investors homeowners or that there will be limited interest investment opportunities presented on the platform. Such a lack of use or interest could negatively impact the development of the platform and products and therefore the value of the Company.
Alternative Products May Be Established that Compete with or are More Widely Used than the Company's Products.
It is possible that alternative products that are materially similar to the True Equity Share Plan which have better distribution, marketing, or financial backing. The Company may compete with these alternative networks, which could negatively impact the acceptance and distribution of the True Equity Share Plan.
High Degree of Risk.
Investing in the Securities involves a high degree of risk. The Securities are not publicly traded and, therefore, are less liquid. Additionally, Purchasers of the Shares are subject to holding period requirements. Additionally, Company is in an earlier stage of development and does not have historical results upon which investors can make their decisions regarding whether and how much to purchase. Accordingly, investing in the Shares requires high-risk tolerance, low liquidity concerns, and long-term commitment. The Shares are not FDIC-insured; may lose value; and there is no bank guarantee. Purchasers must be able to afford to lose the entire amount paid for the Shares.
No Guarantee of Return on Investment
There is no assurance that the Company will be successful in generating income and fees and if the holders of the Shares will receive or realize a return on his/her/its investment or that any Purchaser will not lose his/her/its entire investment. For this reason, each Purchaser should read this Form C and all Exhibits carefully and should consult with his/her is own attorney and business advisor prior to deciding to purchase the Shares.
Financial Projections Require Caution.
Prospective investors are urged to consider that any financial projections which might be discussed by the Company or its officers, employees, etc. should not be understood as any guarantee or assurance made on behalf of the Company. Projections based on past performance data or mathematical models are subject to externalities and risks of which the compiler may not or could not be aware. Such projections would not and should not be construed as indications or guarantees of future financial performance, nor should they be understood as such by prospective investors. Prospective investors should be aware of the inherent inaccuracies of forecasting. Although the Company has a reasonable basis for projections it might make and provide them herewith in good faith, prospective investors may wish to consult independent market professionals about the Company's potential future performance.
The True Equity Share Plan May Be Subject to Additional Regulatory Oversight and Regulations.
The True Equity Share Plan may be subject to state and federal lending laws and regulations. This could require the Company to obtain approval from federal and state regulators and non-regulatory bodies, which the Company anticipates could be time and capital extensive. A portion of the proceeds of this Offering may be used for such purpose. If the Company is not successful in obtaining the necessary approvals, the fractionalization and transferability of the True Equity Share Plan could be limited.
The Transferability of the Securities You are Buying is Limited.
Any Freedom From Loans securities purchased through this Offering are subject to SEC limitations of transfer. This means that the securities you purchase cannot be resold for a period of one year. The exception to this rule is if you are transferring the stock back to the Company, to an "accredited investor," as part of an offering registered with the Commission, to a member of your family, trust created for the benefit of your family, or in connection with your death or divorce.
Your Investment May Be Illiquid for a Long Time.
You should be prepared to hold this investment for several years or longer. For the 12 months following your investment, there will be restrictions on how you can resell the securities you receive. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer.
The Company is Vulnerable to Hackers and Cyber-Attacks.
The Company may be vulnerable to hackers who may access the data of our investors and the issuer companies that utilize our platform. Further, any significant disruption in service on Freedom from Loans or in its computer systems could reduce the attractiveness of the platform and result in a loss of investors and companies interested in using our platform. Further, the Company relies on a third-party technology provider to provide some of our backup technology. Any disruptions of services or cyber-attacks either on our technology provider or on Freedom From Loans could harm our reputation and materially negatively impact our financial condition and business.
The Company is Not Subject to Sarbanes-Oxley Regulations and Lack the Financial Controls and Safeguards Required of Public Companies.
The Company does not have the internal infrastructure necessary and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. The Company expects to incur additional expenses and diversion of management time if and when it becomes necessary to perform the system and process evaluation, testing, and remediation required in order to comply with the management certification and auditor attestation requirements.
Negative Public Opinion Could Damage Our Reputation and Adversely Affect Our Business.
Reputation risk, or the risk to our business from negative public opinion, is inherent in our business. Negative public opinion can result from our actual or all egged conduct in any number of activities, including actions taken by investors, homeowners, homebuyers, government regulators, and community organizations in response to those activities. Negative public opinion can also result from media coverage, whether accurate or not. Negative public opinion can adversely affect our ability to attract and retain customers and employees and can expose us to litigation and regulatory action.
The Success of Future True Equity Share Plans Depends on Our Ability to Successfully Manage Our Risk and Failing to do so May Result in Losses.
Our success depends on our ability to manage our risk while attracting new clients and investors. The Company selects our clients, manages their accounts, and establishes terms using scoring models and other analytical techniques that are designed to evaluate clients' ability to make monthly lease payments on co-owned properties (if they are going to also be the tenant). The models and approaches the Company uses to manage risk may not accurately predict future loss. There can be no assurance that our application and risk management strategies will enable us to avoid high delinquencies, or that our allowance for losses will be sufficient to cover actual losses. Our collection operations may not compete effectively to secure more of clients' diminished cash flow than our competitors. In addition, the Company may not identify clients who are likely to default on their payment obligations and reduce our exposure by identifying the patterns causing the defaults quickly enough, which could have an adverse effect on our business. Our ability to manage risk also may be adversely affected by legal or regulatory changes (such as foreclosure laws and minimum payment regulations) and collection regulations, competitor's actions, and consumer behavior, as well as inadequate collection staffing, techniques, models, and performance of our hired vendors such as collection agencies.
Risks Related to the Securities
The Series A Shares of Preferred Stock will not be freely tradable until one year from the initial purchase date. Although the Series A Shares of Preferred Stock may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney.
You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the Series A Shares of Preferred Stock. Because the Series A Shares of Preferred Stock have not been registered under the Securities Act or under the securities laws of any state or none- United States jurisdiction, the Series A Shares of Preferred Stock have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitation on the transfer of the Series A Shares of Preferred Stock may also adversely affect the price that you might be able to obtain for the Series A Shares of Preferred Stock in a private sale. Purchasers should be aware of the long-term nature of their investment in the Company. Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes, and not with a view to resale or distribution thereof.
Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulations applicable to the Company.
No governmental agency has reviewed or passed upon this Offering, the Company, or any Securities of the Company. The Company also has relied on exemptions from securities registration requirements under applicable state securities laws. Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide. Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal advisors.
No Guarantee of Return on Investment
There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment. For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.
A portion of the proceeds from the Offering will be used to pay the accrued and unpaid expenses incurred by Jesse Alan Jones, President, and accrued compensation of Jesse Alan Jones, President, and Gerald Raymond Clements, Vice President.
These proceeds will not be available for the ongoing operations of the Company but will instead be paid to these insiders as repayment for expenses incurred prior to the Offering and owed to them by the Company. None of these Pre-Offering expenses will be paid until funds raised have reached $500,000.00 among the concurrent offerings. When $500,000.00 has been raised, pre Offering expenses of $16,740 will be paid, and payments will commence at the rate not to exceed 2% of funds raised for accrued compensation.
A majority of the Company is owned by a small number of owners.
Prior to the Offering, the Company's current owners of20% or more beneficially own up to 98.0% of the Company. Subject to any fiduciary duties owed to our other owners or investors under Texas law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of directors or managers and approval of significant Company transactions, and will have significant control over the Company's management and policies. Some of these persons may have interests that are different from yours. For example, these owners may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company. In addition, these owners could use their voting influence to maintain the Company's existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.
The Company has the right to extend the Offering deadline.
The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. Your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you.
There is no present market for the Securities and we have arbitrarily set the price.
We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.
Your ownership of the shares of preferred stock will be subject to dilution.
Owners of preferred stock do not have preemptive rights. If the Company conducts subsequent Offerings of common stock or preferred stock or securities convertible into common stock or preferred stock, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issue additional shares, investors who purchase shares in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company's outstanding shares. Furthermore, shareholders may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this Offering) and the value of the Company's assets at the time of issuance.
The Securities will be equity interests in the Company and will not constitute indebtedness.
The securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including liquidation of the Company. Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company's historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company's board of directors deems relevant at the time. In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future. Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.
There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities.
There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers. Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related, or other reasons. In the event that we are unable to effect a registration, Purchasers could be unable to sell their Securities unless an exemption from registration is available.
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 us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company's current business plan. Each prospective Purchaser is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.
THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THE SE AND OTHER FACTORS SET FORTH IN THIS FORM C AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX, AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENTS.