Cal-X Regulatory Compliance
I understand that regardless of my financial standing I can view the investment opportunities offered on the Cal Stock Exchange website. However, to be eligible to invest in a company offered through Cal Stock Exchange I must be at minimum an accredited investor as defined in Rule 501 of Regulation D of the Securities Act of 1933*.
*Rule 501 of Regulation D defines an Accredited Investor here
By continuing below i agree to the above statement
1. The only source of income for Cal-X has been selling EquityNet business plan analysis software programs with our 20% affiliate fee to date.
2. We have sent some clients to be considered to be listed on Crowdfunder.com to be posted on their password protected 506D portal for accredited investors only but do not receive any income for these referrals.
3. We are cautiously and slowly preparing to file with the SEC an application for The California Stock Exchange to become a full fledge stock exchange. We understand normal processing time is expected to be about 36 months.
4. We are cautiously preparing to launch The Cal-X Funders Club following the examples set by The Funders Club, Angelist.co and CircleUp. We have not signed up a single accredited investor or company at this date.
5. We have agreements with ZimpleMoney and Lendio to direct web site traffic to them but have not received any income from this source as of yet.
6. We have engaged Merriman Capital a registered broker dealer for advisory services and have paid them a $10,000 retainer.
7. We have paid approximately $20,000 to date to MethvenLaw for legal advice associated with Leonhardt Vineyards LLC DBA Leonhardt Ventures, the Cal-X portfolio of companies including Cal-X Stars Business Accelerator and The California Stock Xchange.
8. Cal-X Crowdfund Connect has not received any income to date. Our resources web site www.calxcrowdfund.com is a free posting of curated crowdfunding tools. We provided $20,000 to Crowdfunder.com as a title sponsor for CrowdImpact. We have sponsored events at The California Women’s Conference, Women 2.0, Chic-CEO, TedXWomen, Women In Business San Diego, Google Ventures Startup Labs Startup Sessions Vator.TV, Tech.co LA, Tech.Co San Francisco, Startup Weekend Los Angeles, Startup Weekend USC and over 35 crowdfunding events in California over the past year. We cautiously await for equity crowdfunding final rules to be published. We have begun a cautious pathway with MethvenLaw to help companies prepare for California Qualification by Permit offerings but do not have any pay tied to raising capital.
9. Andrew Romans a registered broker dealer has signed an advisory agreement with us.
10. Cal-X has signed advisory agreements with over 35 advisors to date, all experts in their respective fields, to help guide our developments forward.
Cal-X is not a registered broker-dealer. Cal-X does not offer investment advice, advise on the raising of capital through securities offerings, receive compensation in connection with the purchase or sale of securities, or recommend or otherwise suggest that any investor make an investment in a particular company, or that any company offer securities to a particular investor. Cal-X takes no part in the negotiation or execution of transactions for the purchase or sale of securities.
Cal-X The CALIFORNIA STOCK EXCHANGE – www.calstockexchange.com Is in early process of registering with the SEC to be the first conscious capitalism stock exchange emphasizing local investing and comprehensive holistic research analysis of companies. Aspiration to be amongst the three leading stock exchanges in the history of the United States. No day trading. No short trading. Limited trading windows. High level of transparency. Mandatory open monthly or quarterly shareholder meetings via internet TV without scripts or pre-loaded questions. CEO and CFO participation openly and mandatory in daily message board communications. Expected to be home of $8 million to $100 million IPOs of growing companies with a minimum of $20 million in revenues.
Cal-X Crowdfund Connect – www.calxcrowdfund.com Is committed to be the premier equity crowdfunding portal and service provider in California teamed with EquityNet + Crowdfunder.com and others. We are leaders in California Qualification by Permit $5 million offerings and expanded 506D offerings of up to $50 million teamed with the registered broker dealer Merriman Capital and Methvenlaw. Far more than just an ordinary crowdfunding portal we comprehensively nurture companies in every aspect of growth.
Cal-Xelerator – “Create to great in 108” www.calxelerator.com is a 108 day startup launch business accelerator for life science, tech and social good enterprises.
Cal-X Stars – www.calxstars.com Is a 5 year business accelerator and venture fund portfolio focused on life science (stem cell & cardiovascular focus) and social good enterprises.
Cal-X Funders Club – http://calstockxchang.wpengine.com/cal-x-funders-club/ – Accredited investor only angel network for investing in Cal-X vetted startups through single purpose vehicle LLCs.
Cal-X Business Development Corporation – Early stages of registering to be a publicly traded fund for investing in early stage businesses with an emphasis on cardiovascular life sciences and women owned social good impact enterprises.
Cal-X Microloans – http://calstockxchang.wpengine.com/calx-microloan-program/ – Microloan programs for small businesses teamed with ZimpleMoney and Kiva.
Update March 19th, 2013
We are proceeding cautiously and slowly towards establishing our Cal-X CrowdFund Connect service of guiding companies to prepare for and implement California Qualification by Permit offerings. We wish to ensure we are 100% in compliance with all regulations before undertaking our first transaction. We are undertaking this project in partnership with Methven Law and Merriman Capial (Registered Broker Dealer). Bruce Methven of Methven Law is a the leading authority in the state of California on these type of offerings and is guiding us on our careful slow path towards being 100% in full compliance with all regulations before undertaking any transactions. Any and all pages are BETA test pages at this time. We have been focusing on developing our Cal-X Stars and Cal-Xelerator business accelerators. Cal-Stars is for long term 5 year mentoring and investment projects. Cal-Xelerator is a 12 week program to help startups launch with a strong mentorship network. We opened a Cal-Xelerator office in ROC Santa Monica with a resident mentor – Steve Beauregard. Cal-X Stars Accelerator life science technologies with supporting pre-clinical and clinical data are being presented at numerous scientific conferences such as Heart Failure 2013 in Los Angeles April 6th. We interviewed and plan to hire Viviane Telio a series 7 registered broker dealer once the equity crowdfunding regulations become active. She will will help review all transactions for compliance and will supervise our series 24 and other series 7 registered members and partners. She has a particular interest in serving our future TV related activities which are planned to be activated once SEC rules for crowdfunding are fully published and active. We have a developed a working collaboration with Crowdfunder.com that will provide FINRA registered crowdfunding portal services in the future. Crowdfunder.com has a relationship with a broker dealer and two of their employees are preparing to take the series 7 and other registration tests. As of March 18th, 2013 Cal-X has not undertaken any securities transaction or promotion of any kind. We are mentoring a number of startups on improving their business plan, their web site, their pitch deck, their executive summary and their patent portfolio. We are working with them to improve their social media, PR and marketing campaigns. Where needed we are helping them to find co-founders, management team members, interns, board advisors, board directors, mentors and interns We are preparing for a number of educational seminars on these subjects and more over the next months. Most of these seminars are free of charge in collaboration with Startup California, The California Women’s Conference, Startup Sessions at Google Ventures Startup Labs, Startup Weekend, Tech.co, Startup Circle, Women 2.0, Chic-CEO, Dolphin Tank Panel Springboard Enterprises, SoHo Loft, Crowdfunder.com, ROC Santa Monica, Cross Campus, Startup UCLA, The University of Northern California, GoLocal and other organizations. Cal-X is the leading sponsor and workhorse supporter of Startup California including managing and updating the web site. This site provides free of charge services to startups including educational videos.
Update October 1, 2012
Cal-X www.calstockexchange.com is in beta test mode at this time. Not a single dollar has been earned to date. No firms have been charged for services. All information has been provided to date free of charge to all visitors. Cal-X has yet to collect a single payment from affiliate agreements with linked web sites but does plan to in the near future starting with www.equitynet.com business plan analysis software sales and book sales on www.kindheartlionheart.com + other services.
Who can participate in Cal-X linked funding sites?
Participation in most Cal-X linked portals is limited to members with password protected access to the 506D capital raising section of those portals who are accredited investors. You’ve identified yourself as an accredited investor on your Cal-X profile or on profile page of one of our linked portals. If this isn’t the case please update your investor profile in all appropriate locations. The new expanded 506D regulations permitting 2000 shareholders and limited general solicitation requires that investors provide solid proof verification of their accredited status to be able to invest, not just checking the right boxes on an online form. The only exception to this is our web site links to the Cutting Edge X listed Direct Public Offerings and MethvenLaw filed California Qualification By Permit filings which follow securities laws state by state. In the case of California with a permit received by the issuer investors who wish to invest more than $2500 in a company must have a least $75,000 in assets excluding their home and vehicles and must also meet other conditional requirements. Also links to any public stock exchanges such as NASDAQ in the U.S. and the TSX Venture Exchange in Canada are normally but not always exempt from accredited investor qualification.
What is an accredited investor?
The definition under federal law is extensive, but generally it means (1) an individual with a net worth of $1 million excluding his or her primary residence or at least $200,000 in annual income (or at least $300,000 in annual income with a spouse), or (2) an entity such as a corporation or LLC with at least $5 million in assets. The Securities and Exchange Commission estimates that approximately seven percent of the U.S. population is accredited. For the complete definition, see http://www.sec.gov/answers/accred.htm.
Is Cal-X making investment recommendations?
Absolutely not. Picking which startups to invest is your job. What Cal-X tries to do is provide you tools to help you identify patterns using programs such as the EquityNet business plan analysis software, which with a good score could possibly be a signal for a greater likelihood of success, but often times even tested scoring systems, do not get it right. That said, it’s basically impossible to know which company will emerge highly successful when evaluated at the startup stage, and if the analytic tools we point you to try will be correlated in anyway to startup success.
Cal-X is absolutely not making investment recommendations.
What is the risk of investing in Startups?
Very high. Do not risk your nest egg in this class.
Understand clearly risks involved. Read the following posts before proceeding…
Invest In Startups, if You Dare, to Balance Your Portfolio – Forbes
by Martin Zwilling – in 1,217 Google+ circles
Sep 21, 2012 – Image via CrunchBase Investing in entrepreneurs and startupsis a … Secondly, the risk is very high, since as many as 90% of startups fail… Most Angel investors only invest in companies and people local to their geography.
9 Things You Need To Know For Startup Investing – Forbes
Mar 18, 2013 – Startup investing can be rewarding both financially and personally. …competitive landscape and founding members to mitigate against risk. … most important tips when considering making an investment in a startup company.
What is the survival rate for new firms?
Seven out of 10 new employer firms survive at least 2 years, half at least 5 years, a third at least 10 years, and a quarter stay in business 15 years or more. Census data report that 69 percent of new employer establishments born to new firms in 2000 survived at least 2 years, and 51 percent survived 5 or more years. Survival rates were similar across states and major industries. Bureau of Labour Statistics data on establishment age show that 49 percent of establishments survive 5 years or more; 34 percent survive 10 years or more; and 26 percent survive 15 years or more.
Source: U.S Dept. of Commerce, Census Bureau, Business Dynamics Statistics; U.S. Dept of Labour, Bureau of Labor Statistics, BED.
Reference Startup Survival Rates
A high percentage of start-up firms fail within the first few years. A key issue for women-owned firms is their likelihood of remaining in business over time. Data from the SBO were combined with the Business Information Tracking Series (BITS) to provide a unique source of information on the expansion, contraction, and death of establishments during the 2002 to 2006 time period. These data allow us to compare survival rates by gender over a four-year time period. Table 4 shows that 72% of men-owned firms that were operating in 2002 were still in operation in 2006, whereas only 66% of women-owned businesses had survived.
The SBO and BITS data include all firms in existence in 2002, regardless of when they were started.7 It also is interesting to look at survival rates only among new start-ups. A study by Robb and Coleman (2009) which followed only firms that were newly established in 2004 using the Kauffman Firm Survey (KFS) data, showed similar results to Table 4. The authors found that newly- established women-owned businesses had a three-year survival rate of 69.5%, compared to 75.1% for men-owned businesses.
Prepared by the
U.S. DEPARTMENT OF COMMERCE ECONOMICS AND STATISTICS ADMINISTRATION for the WHITE HOUSE COUNCIL ON WOMEN AND GIRLS
October 2010 Rebecca M. Blank
Under Secretary for Economic Affairs U. S. Department of Commerce
Should I hire a fraud detection firm to analyze a company and its officers before I Invest?
To further reduce risk, especially if you do not personally know the founders…yes. We recommend hiring EarlyIQ out of San Diego, California. Background checks of officers is actually part of the Title III of the JOBS ACT as a mandatory requirement.
Cal-X Crowdfund Connect Selects EarlyIQ for … – PR Newswire
Jul 15, 2013 – In partnership with MethvenLaw, Cal-X Crowdfund Connect helps guide…. Early IQ, Inc. is a San Diego, California-based, hosted information ..
Game-Changing Technologies Improving Crowdfunding …
Sep 24, 2013 – Game-Changing Technologies Improving Crowdfunding … analytics, verifiable compliance with new regulations, and reliable fraud detection.
Cal-X is divided into five units:
1. Cal-X Stars Business Accelerator www.calxstars.com – We mentor early stage businesses. Our speciality is creating a 5 year mentoring and funding plan for companies customized to their needs based on comprehensive analysis utilizing the Cal-X EquityNet Business Plan analysis program – www.equitynet.com. We are a business accelerator that has 12 week and 5 year programs. We invest $6000 per founder minimum up to $250,000 per startup. We take a 6 to 9% equity stake. We only take companies that follow the principles of conscious capitalism to serve all stakeholders. We believe this is not just good for the sake of good but we believe that these are the types of companies that will attract and retain the most talented people in the modern age and that this is the sustainable path to long term solid returns on investment. We help companies develop a two part strategy = 1. Get one product to market quick to be on the path of self reliance soon. 2. Develop in parallel at blockbuster disruptive technology that may take longer to get to market. We follow in other ways the business models of Y Combinator, TechStars, Launchpad LA and Science, Inc. other successful business accelerators.
2. Cal-X Crowdfund Connect – We intend to be a speciality Crowdfunding portal for high growth social good tech companies when equity crowdfunding becomes legal. We are helping firms now in advance to get prepared for crowdfunding by improving their business plans, their pitch and their social network. This includes working partnerships with Crowdfunding Planning, EquityNet, Crowdfunder.com, FundAllBeAll, PubSlush, FilmBreak, FundingRoadMap, AppBackr, AppSplit and others.
3. The California Stock Xchange (will be renamed later Cal-X The California Stock Exchange once SEC registration is completed) – We plan to first be a listing board for California Direct Public Offerings starting the early part of next year. We are preparing to file with the SEC to become a full fledged stock exchange in the future (likely a 3 year process). We are working on developing working partnerships with ASOB Exchange in Australia, London AIM, Toronto TSX Venture Exchange, Lion Exchange, Treveri Markets, Axial Market, Mission Markets and the New Connect Market of the Warsaw Stock Exchange. We serve now with the help of PopVox to help lobby for continued regulatory reform to reduce the cost of complexity of small firms raising capital.
4. Cal-X + Merriman Capital (a registered broker dealer) partnership for investment banking services.
5. Cal-X + SocMe Academy Partnership – We help small and large firms alike develop their own social media campaigns building a large network of engaged participants. We help companies and their products to become movements.
Cal-X has special partnerships for specific aspects of helping companies…
1. For legal assistance we have partnered with Bruce Methven of Methven Law and Katovich & Kassan. Both firms are experts at DPO filings and California Qualification by Permit processes in the State of California and DPO regulations in other states.
2. For investment banking advisory services we have partnered with Merriman Capital in San Francisco (see links below).
3. We are working with Mission Markets www.missionmarkets.com to create a social good scoring index for companies.
4. We work with EquityNet www.equitynet.com to develop and analyze business plans.
5. We work with ZimpleMoney www.zimplemoney.com to provide software for people to manage their friends & family convertible debt notes.
6. We work with www.lendio.com for crowdsourcing loans.
7. We work with SocMeAcademy www.socmeacademy.com to help firms develop their social media marketing campaign.
Important Compliance Related Notes
1. We derive our income from mentoring on these subjects:
a. Business plan development.
b. Pitch speech development.
c. Pitch slide deck development.
d. Executive Summary Development.
e. Business plan analysis.
f. Patent and trademark strategy.
g. Logo development.
h. Web site development.
i. Full social media marketing campaign development.
j. Trade show strategies.
k. Marketing strategies.
l. Advisory board and board of directors development.
m. Team development.
n. Capital raising strategies with our partners Merriman Capital, Cutting Edge Capital and Methven Law.
Cal-X does not take a commission on raising capital at this time. Stephen Kann our Executive Vice President has a series 24 broker dealer license. Merriman Capital our partners have all licenses applicable to serve as a broker dealer, investment advisory service or for investment banking service.
Merriman Capital | Committed to Financing and Advising Innovative …
Merriman Capital, Inc. uses its banking and brokerage platforms to focus on small , high-growth companies and the institutions and individuals that invest in … +Show stock quote for MERR
News for Merriman Capital
Merriman Capital Adds Andrew Reckles and JT Schroeder of C4 Capital Markets to the Financial Entrepreneur Platform
Sacramento Bee – 10 hours ago
PRNewswire/ — Merriman Capital, Inc., a wholly owned subsidiary of Merriman Holdings, Inc. (OTCQX: MERR), today announced the addition …
SEC recognizes FundersClub as first-ever online VC | VentureBeat
Mar 28, 2013 – In huge news for the venture capital world, the SEC officially announced… itself has been untouched by the Internet,” said FundersClub founder and CEO …The JOBS Act is still in limbo, but the SEC’s no-action letter sets the stage for an …Ex-Facebook/Dropbox product guy gets $1.2M for stealth startup …
SEC Greenlights One Style Of Equity Crowdfunding For Startups …
Mar 28, 2013 – Before, some thought FundersClub’s founders could face jail time for violating finance laws. … Via the no-action letter, the SEC has officially recognized the legitimacy of online … LinkedIn Has Definitely Acqui-Hired Maybe, … EAT Club Goes Mobile, Bringing A Food Truck With Mobile Ordering And Payment …
AngelList receives same no-action letter from SEC as Funders Club …
AngelList has received a similar “no-action” letter from the SEC as the Y Combinator -backed Funders Club platform, which is said to validate these platforms’ …
What is a Direct Public Offering aka Investment Crowdfunding …
by Jenny Kassan – in 28 Google+ circles
Investment Crowdfunding (Direct Public Offering (DPO)) is a generic term that includes any offer and sale of … You are incorporated under Washington state law.
How To Go Public Without Middlemen: Top 2 Options – Forbes
Jan 9, 2013 – Direct Public Offerings (DPO) come in various formats that entrepreneurs can … While Regulation D, 506 form-D is readily accepted by all stateswhen doing an … Regulation A is the current legal crowdfunding law of the …
California Qualification by Permit
Securities offered through Merriman Capital, Inc. member FINRA/SIPC or other registered broker dealers at Cutting Edge Capital, Crowdfunder.com, Andrew Romans, Viviene Telio or Steven Kann and The California Stock Xchange or Cal-X Stars Business Acclerator, Inc. (Cal-X) are not legally affiliated. Risk Disclosure: Any investor who intends to utilize this website must be an accredited investor. Private investments involve a high degree of risk, can be highly illiquid, are not required to provide periodic pricing or valuation information to investors, and may involve complex tax structures and delays in distributing important tax information. Prior performance is not a guarantee of future results. Private investment performance can be volatile. An investor could lose all or a substantial amount of his or her investment. There is often no secondary market for an investor’s interest in private investments, and none is expected to develop. There may be restrictions on transferring interests in any private investment. Investors are encouraged to seek the advice of their legal counsel and CPA prior to investing. NO OFFER OR SOLICITATION: The contents of this website: (i) do not constitute an offer of securities or a solicitation of an offer to buy securities, and (ii) may not be relied upon in making an investment decision related to any investment offering by or Merriman Capital, Andrew Romans or another registered broker dealer. Use of this website does not constitute an offer by Cal-X or Merriman Capital of Andrew Romans or any other registered broker dealer to sell, solicit or make an offer to buy any investment interest in any business venture. Cal-X or Merriman Capital or Andrew Romans or any other registered broker dealer do not give or offer any business advice, investment advice, tax advice or legal advice to anyone using the website. Investment offerings and investment decisions may be made on the basis of a confidential private placement memorandum provided by the issuer only through registered broker dealer site or password protected accredited investor only portals such as HealthiosXchange.com, Crowdfunder.com, AngelList.co, Microventures.com, RockThePost.com, EarlyShares.com and Healthfundr.com . Cal-X or Merriman Capital or Andrew Romans or any other registered broker dealer or portal listed on this site does not warrant the accuracy or completeness of the information contained herein.
Leonhardt Venture’s and Cal-X Ensures Accredited Investor Verification When Required By Law With These Methods Followed Strictly:
The SEC has designated certain “safe harbor” methods that if followed definitely count as reasonable verification. The individual safe harbors for verification of accredited status are satisfied if the issuer does any one of the following:
● Obtains any IRS form that reports income including but not limited to Form W-2 (“Wage and Tax Statement”), Form 1099 (report of various types of income), Schedule K-1 of Form 1065 (“Partner’s Share of Income, Deductions, Credits, etc.”), or a copy of a filed Form 1040 (“U.S. Individual Income Tax Return”) for the two most recent years, along with obtaining a written representation from such person that he or she has a reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year.
● Reviews one or more of the following types of documentation for assets and for liabilities, dated within the prior three months, and obtains a written representation from that person that all liabilities necessary to make a determination of net worth have been disclosed. For assets this is bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments and appraisal reports issued by independent third parties. For liabilities this is a consumer report (also known as a credit report) from at least one of the nationwide consumer reporting agencies and a written representation from such person that all liabilities necessary to make a determination of net worth have been disclosed.
● Obtains a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a certified public accountant that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the prior three months and has determined that such purchaser is an accredited investor.
Crowdfunding Portals – The Rules
The crowdfunding intermediary must be registered with the SEC and regulated by FINRA or another regulatory body.
The crowdfunding intermediary’s obligations will include:
- Providing the disclosures about the business required by the SEC;
- Ensuring investors review educational materials and understand the risks of investing, including the lack of any market in the securities and the risk of a total loss of the investment;
- Protecting investor privacy;
- Reviewing background checks on the directors, officers and significant stockholders of the companies;
- Protecting the investor’s right to change his or her mind within the window allowed;
- Only releasing funds once the target offering amount has been raised; and
- Monitoring the limits on the amounts investors are allowed to invest. The maximum amount any investor can invest in any 12-month period is limited to (i) the greater of $2,000 or 5% of annual income or net worth (if either is less than $100,000), or (ii) 10% of annual income or net worth (if either is greater than $100,000), but not more than $100,000 in total. It is not clear how funding portals will be able to monitor compliance with these limits otherwise than through self-certification. However, funding portals through which investors regularly invest will at least be able to monitor the amount being invested through that funding portal by such investors.
Crowdfunding intermediaries operating funding portals, if not already a registered broker dealer, may not:
- Offer investment advice or recommendations;
- Solicit offers, sales or offers to purchase securities offered through the portal;
- Compensate employees, agents or others for soliciting investors or investments based on sales of securities offered through the portal;
- Hold or handle investor funds (a separate escrow agent must be used); or
- Allow its principals to invest in any securities offered through the portal.
1. Revisions Without Notice. Cal-X may at any time revise this Agreement without any prior notice by posting a revised agreement on the Site, which shall become this Agreement. You are bound by any such revisions and should therefore review this Agreement every time you visit this Site.
2. Intention of The Site. This Site is intended to provide you with information about 506C crowdfunding offerings via password protected portals for accredited investors only, tools for analysis of companies, Index fund links, Exchange Traded Fund information links, California Qualification by Permit Offerings and intrastate Direct Public Offerings via Cutting Edge X, to allow Direct Public Offering, California Qualification by Permit and Crowdfunding 506C Issuers the ability to post information about their offerings as permitted by law, and to allow interested parties the ability to link to those offerings to obtain additional information and to potentially invest directly in those offerings.
3. No Advice, Solicitation, Recommendation or Offer. None of the information posted on this Site is intended to invite, induce or encourage any person to make a financial or investment decision. Further, none of the information on this Site constitutes a solicitation, recommendation, or offer to buy or sell investment instruments, or to engage in any other kind of transaction. Similarly, none of the information on this Site is intended to constitute investment or financial advice.
You should not rely on any information on this Site, including any statements made within this Site, for financial or investment advice and you are advised to confirm such information with your financial and tax advisor, who should be responsible for taking whatever steps are necessary to check all information and personally assuring that the advice he or she provides is based on accurate and complete information and research.
4. No Reliance. No one shall be entitled to claim detrimental reliance on any views or information provided or expressed on this Site.
5. No Minors. This Site is intended exclusively for those that have reached the age of majority in the jurisdiction in which they reside. If you are a minor, you should not access this Site.
Verify Accredited Investors
Cal-X plans to be divided in this way operating through partnerships:
$0 to $1 million Title III offerings = Cal-X Crowdfund Connect www.calxcrowdfund.com with www.Crowdfunder.com, www.angelist.co, www.Healthfundr.com, www.microventures.com, www.equitynet.com and speciality portals see buttons on www.calxcrowdfund.com
$1 to $5 million DPOs Direct Public Offerings = Cutting Edge X https://www.cuttingedgex.com/listing and Mission Markets http://www.missionmarkets.com/ with legal guidance from http://www.methvenlaw.com/
$5 million to $50 million Reg A, 506d & 506c Title II Private Offerings – Life Science with www.Healthiosxchange.com and non-life science with Digital Capital Network – http://finance.yahoo.com/news/merriman-launches-digital-capital-network-140201591.html and Gate Global Impact – and http://gateglobalimpact.com/
$5 million to $150 million IPOs, Secondary Registered Directs and PIPES – Life Science and Social Good Impact companies listed on Cal-X OTC Markets Social Impact – http://www.otcmarkets.com/home
Merriman Capital will provide FINRA registered broker dealer services when needed in any of these steps – http://www.merrimanco.com/ Merriman owns the Digital Capital Network.
506C TITLE II OFFERINGS ARE LIMITED TO ACCREDITED INVESTORS –
S.E.C. DEFINITION VIA THIS LINK – HTTP://WWW.SEC.GOV/ANSWERS/ACCRED.HTM
VERIFYING ACCREDITED STATUS OF INVESTORS IS REQUIRED
For individual investors, you will be deemed to have taken reasonable steps if you use one of the following four methods.
1) For investors accredited on the basis of income, you review their tax returns, a Form W-2, a Form K-1, or a Form 1099 for the two (2) most recent years and obtain from them a written representation that they have a reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year.
2) For investors accredited on the basis of net worth, you review one or more of the following types of documentation dated within the prior three (3) months and obtain a written representation that all liabilities necessary to make a determination of net worth have been disclosed:
(i) With respect to assets: bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties; and
(ii) With respect to liabilities: a consumer report from at least one of the nationwide consumer reporting agencies.
3) You obtain a written confirmation from one of the following persons that they have taken reasonable steps to verify that the purchaser is an accredited investor within the prior three (3) months and have determined that such purchaser is an accredited investor:
(i) A registered broker-dealer;
(ii) An investment adviser registered with the Securities and Exchange Commission;
(iii) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or
(iv) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office
4) For accredited investors who purchased your securities before September 23, 2013, and who continue to hold such securities, for any new purchases in your 506(c) offering, you obtain a certification by such person at the time of sale that he or she qualifies as an accredited investor.
THIS SUMMARY OF OFFERING IS PROVIDED TO INVESTORS AS A SUMMARY OF THE PRIVATE INVESTMENT PRESENTATION MADE IN SPRING 2014. • THE MATERIALS IN THIS OFFERING SUMMARY ARE NOT THE COMPLETE OFFERING AND MAY NOT BE USED TO MAKE AN IMMEDIATE OFFER TO PURCHASE ANY UNITS OF INVESTMENT. THEY ARE AN EXTRACT FROM A PRIVATE PLACEMENT MEMORANDUM – http://calxstars.com/wp-content/uploads/2014/01/CalXStarsPPMFinalOct212013.pdf WHICH DETAILS THE PRIVATE OFFERING FOR CAL-X STARS BUSINESS ACCELERATOR, INC. OFFERS TO PURCHASE INVESTMENTS MAY BE MADE ONLY AFTER REVIEW BY A QUALIFIED INVESTOR AND/OR APPROPRIATE INVESTMENT COUNSEL FOR SUCH INVESTOR, OF THE COMPLETE PRIVATE PLACEMENT MEMORANDUM, AND BY SUBMISSION OF THE SUBSCRIPTION AGREEMENT WHICH WILL BE AVAILABLE WITH THE PRIVATE PLACEMENT MEMORANDUM. • THIS OFFERING IS MADE UNDER RULE 506c WHICH IS LIMITED TO ACCREDITED INVESTORS ONLY (ACCREDITATION QUALIFICATION VERIFICATION REQUIRED). *Rule 501 of Regulation D defines an Accredited Investor here . Requests for the complete offering packet can be made by written request to: firstname.lastname@example.org
RISK NOTICE: Cal-X Stars Business Accelerator, Inc. focuses on early stage launches of innovations in the cardiovascular life science and social good impact fields. By nature of their early launch stage the risk of investment is very high. Investors should be fully ready to lose all of their investment without damaging their financial security. This is not an investment for secure savings or nest egg accounts. Investing in early stage cardiovascular biologics and device developments bring even greater risk than ordinary startups due to the multi-stages of clinical trials required over many years costing many millions of dollars before revenue generation may begin. This area is also wrought with patent litigation and product liability risks.
1Q 2014 Regulatory Compliance Update
> We have paid MethvenLaw $55,000 in legal fees to date to ensure all documentation related to our 506c Private Placement Memorandum for Cal-X Stars Business Accelerator, Inc. is proper and correct.
> We have paid $10,000 retainer to Merriman Capital as a registered broker dealer and investment banking advisory service provide for the Cal-X Stars Business Accelerator, Inc, it’s holdings and Leonhardt Ventures. We have signed an agreement to pay them an additional $20,000 in fixed fees and a commission of 7% on the capital raise.
November 18th, 2013 we launched our 506c Title II of JOBS ACT Offering following the new rules that were activated September 23rd, 2013…
Cal-X Stars Business Accelerator Raising $15 million – PR Newswire
Nov 18, 2013 – 18, 2013 /PRNewswire/ — Leonhardt Ventures’ Cal-X Stars Business Accelerator Raising $15 million. Accelerator and innovation laboratory
> Cal-X Stars Business Accelerator, Inc. is a 5 year business accelerator and venture creation lab focused in these two key areas:
1. Cardiovascular life science startups.
2. Social good impact innovations and startups that can benefit from crowdfunding.
About 3/4’s of the innovations and startups come from inventions and product concepts developed by Leonhardt Ventures (Leonhardt Vineyards LLC DBA Leonhardt Ventures) directly – which includes the California Stock Xchange. About 1/4 of the innovations are from outside founders.
About Us | Leonhardt Ventures
About Us. Leonhardt Ventures was founded in 1982 by Howard J. Leonhardt an inventor and entrepreneur. We are a venture creation lab, product invention ..
Patents by Inventor Howard J. Leonhardt – Justia Patents Database
patents.justia.com › Patents
Abstract: A catheter-based deployment system for deploying cellular material (22) into the heart muscle (25). The deployment system includes a guiding catheter …
Cal-X Stars Business Accelerator, Inc. receives founders seed stage equity in these innovations and startups via both cash investment and mentoring.
> As of March 31st, 2014 we have received $4,000 in investments from four (5) verified accredited investors from Florida, California and Minnesota. These were all accredited investors that previously invested substantial sums in Bioheart, Inc. We have received pledges from another 7 investors but have not received their investment checks yet. We are working to gain term sheets from leading venture capital firms in the life science and social good impact investing spaces. We have reached out to over 600 VC funds to date requesting an appointment.
> We have not as of today received any investment from any accredited investor that we did not previously know for years that previously invested in companies we founded in the past such as World Medical Manufacturing Corp. https://vimeo.com/85232193 and Bioheart, Inc. http://www.leonhardtventures.com/bioheart–inc.php. Our 506c general solicitation efforts have not reached ANY new investors.
> In December of 2013 we sponsored a technology showcase of Cal-X Stars Business Accelerator, Inc. incubating startup launch innovations for accredited investors at the JP Morgan Healthcare Conference. We did not secure any new investors.
Leonhardt Ventures Technology Showcase @ JP Morgan …
Dec 16, 2013 – 16, 2013 /PRNewswire/ — Leonhardt Ventures Technology Showcase @JP Morgan Healthcare Conference. Stem Cell Technologies Including …
> December 17th, 2013 we received from the USPTO the Official Registered Trademark for THE CALIFORNIA STOCK EXCHANGE TM – http://www.trademarkia.com/map/the-california-stock-exchange-85844846.html
> In February of 2014 we listed our Private Placement Memorandum for Cal-X Stars Business Accelerator, Inc. on the HealthioXchange platform. This platform is password protected and is reserved only for verified accredited investors. HealthiosXchange provides the service of verifying the accreditation status of investors. We have asked all of our accredited investors, even those we have known for decades, to re-verify their accredited status via the HealthiosXchange service following new SEC rules for 506c offerings. As of March 31st, 2014 we have not received any new accredited investors on this platform.
> For accredited investors that do not wish to sign up on HealthiosXchange for verification we send them to Crowdentials…
From investor verification to compliance management tools for Title III, Crowdentials delivers intuitive and secure software to help individuals and groups …
Crowdentials Wants to Make Investor Verification ‘TurboTax Easy …
The Wall Street Journal
by Lora Kolodny – in 1,075 Google+ circles
Jan 13, 2014 – A Cleveland startup, Crowdentials, wants to make life easier for investors and startups to do deals online.
Crowdentials Launches Best-in-Class Investor Accreditation API and …
Jan 21, 2014 – Crowdentials covers the most ground in the verification process to give investment platforms and businesses peace of mind in a highly …
> In January of 2014 we met with OTC Markets to discuss their hosting of The California Stock Xchange on their computer systems with their support staff. Our hope is to meet all regulatory requirements to be able to list 30 stocks on OTC Markets by November 2014 – 15 life science companies and 15 social good impact. We intend to file the appropriate paperwork to be able to offer these ETFs – (1) Cal-X Life Science Index Fund + (2) Cal-X Social Good Impact Fund + (3) Cal-X Index Fund (all listed cos.).
> Jon Merriman of Merriman Holdings is the OTC Markets Designated Advisor for Disclosure (DAD) and duly serves on the Cal-X Advisory Team – http://calstockxchang.wpengine.com/team-view/jon-merriman/ and as our registered broker dealer and investment banking advisor for the Cal-X Stars Business Accelerator, Inc. 506c offering to verified accredited investors only.
> Our goal is to launch the Cal-X Exchange Traded Funds by November of 2014.
> In January 2014 we met with Gate Global Impact to discuss collaboration in the social good impact investing space. Vince Molinari their CEO has joined our Cal-X advisory team.
> Delilah Panio formerly of the Toronto Stock Exchange, now working out of ROC Santa Monica, has joined Cal-X as an advisor – http://calstockxchang.wpengine.com/team-view/delilah-panio/
Why are U.S. companies going public in Toronto? | VentureBeat …
VentureBeat [Editor’s note: This is an Op-Ed by Delilah Panio, of the Toronto Stock Exchange, explaining why we’re seeing some Silicon Valley companies …
> Dara Albright with substantial Wall Street experience has joined our Cal-X advisory board team – http://calstockxchang.wpengine.com/team-view/dara-albright/
> In March of 2014 we met with Poliwogg the healthcare focused funding portal to discuss cooperation partnership related to their launch of a $100 Million Poliwogg Regenerative Medicine Fund which they plan to list on NASDAQ. Our group has significant 25 years experience in the regenerative medicine space.
Poliwogg | The Best is Yet to Fund
Poliwogg provides you the opportunity to invest where your passions are – in companies that are developing the cures and therapies for tomorrow. Get Started…
Howard Leonhardt to Present 25 Years of Experience With Stem …
Mar 26, 2013 – SNOWMASS, Colo., March 26, 2013 /PRNewswire/ — Howard Leonhardt to Present 25 Years of Experience With Stem Cell Transplantation at …
Howard Leonhardt of Leonhardt Ventures to Present at World Stem …
Dec 5, 2013 – SAN DIEGO, Dec. 5, 2013 /PRNewswire/ — Howard Leonhardt of Leonhardt Ventures to Present at World Stem Cell Summit December 6th.
> In March of 2014 we met with InCube Ventures and VentureHealth to discuss potential collaboration related to life science companies including those within Cal-X Stars Business Accelerator, Inc.
> We continue our working collaboration with WhenYouWish www.whenyouwish.com co-founded by John Mackey of Whole Foods Markets for non-equity crowdfunding of social good projects. We have sent 7 projects to them to date for funding. We have not received any compensation what-so-ever in connection with these referrals to date.
> We continue our collaboration with VentureDocs for startup related legal documents…
VentureDocs: Automated Legal Documents for Startups Raising …
by Frank Gruber – in 18,043 Google+ circles
Oct 5, 2012 – VentureDocs provides legal documents for startups raising early-stage funding or doing crowdfunding. Its cofounders span the startup, …
> We continue to refer clients to Crowdfunding Roadmap for crowdfunding preparation assistance..
CrowdFunding Roadmap » Equity Crowdfunding: Entrepreneurs …
Our Funding Roadmap business plan and due diligence reporting system on the … a goal to prepare at least 1 million entrepreneurs for legalized crowdfunding …
> We continue to refer clients to Cutting Edge X, Cutting Edge Capital and Katovich & Kassen for help in meeting all requirements to list a direct public offering…
Sep 1, 2013 – Watch the video from our sister organization, Cutting Edge Capital, or, click the button below to read about direct public offerings. Learn More ..
> In February of 2014 we launched a link to WorthWorm on our web sites and now ask all our startups to go through their valuation model building program…
Worthworm: PMV Tool And Pre-Money Valuation Calculator
Worthworm is the only pre-money valuation calculator that offers a truly comprehensive, defensible PMV for entrepreneurs and investors. Get a free trial today!
Worthworm Launches First Web-Based Pre-Money Valuation …
Oct 24, 2013 – Worthworm helps entrepreneurs and angel investors establish a reasonable and defensible starting point for investment negotiations.
> We continue our collaboration with EquityNet www.equitynet.com and ask all our companies to go through their business plan analysis and scoring system.
EquityNet for Incubators, Accelerators, Universities, and More
The resulting Business Plan Analysis™ helps you to screen, monitor, and support businesses and helps your entrepreneurs produce … Sample Business Plans.
> We continue our collaboration with EarlyIQ for transparency services to ensure issuers we are associated with in any form are solid.
Cal-X Crowdfund Connect Selects EarlyIQ for Diligence and …
Jul 15, 2013 – In partnership with MethvenLaw, Cal-X Crowdfund Connect helps guide …. Early IQ, Inc. is a San Diego, California-based, hosted information …
> We continue our collaboration with ShareVault to provide secure virtual due diligence data room services for our companies. Richard Anderson the co-founder of ShareVault has joined our Cal-X Advisory Team – http://calstockxchang.wpengine.com/team-view/richard_andersen/
Virtual Data Rooms Solutions | ShareVault VDR
Our unique cloud-based platform allows us to price our service lower than other leading full featured VDRs, even though we offer a far wider range of features …
> We expanded our Cal-X management and advisory team to over 63 qualified members to help guide our progress – http://calstockxchang.wpengine.com/team-cal-x/
> Our Scientific Advisory Board for Life Sciences is comprised of 35 leading physicians and scientists in the cardiovascular space – http://calxstars.com/scientific-advisory-board/
> We recently published our 1Q 2014 Newsletter and 2013 Annual Report for Leonhardt Ventures and Cal-X Stars Business Accelerator, Inc.
1Q 2014 Newsletter and 2013 Annual Report « Cal-X Stars
Leonhardt Ventures 2013 Annual Report & 1Q 2104 Newsletter. Upcoming Events. Feb. 12th – Presenting at Venture Summit West – Click Here. Feb.
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2013 Annual Report « Cal-X Stars
Launch-X Accelerator. Home · About · Business Accelerator · Executive Summary · Scientific Advisory Board · Team Cal-X … 2013 Annual Report.
> We continue to sponsor education seminars for startups and Startup California…
Startup California and Cal-X Jointly Sponsor Upcoming Events | The …
Mar 20, 2013 – Startup California and Cal-X Jointly Sponsor Upcoming Events … Cal-X Stars is a 5-year business accelerator with a 50% focus on life science …
Sponsored Meetings, Events, Organizations … – Cal-X Stars
Sponsored Meetings, Events, Organizations & Publications. Leonhardt Ventures companies and Cal-X proudly have sponsored the following events, publication …
January Cal-X and Leonhardt Ventures Meetings « Cal-X Stars
Jan 13, 2014 – Launch-X Accelerator … January Cal-X and Leonhardt Ventures Meetings … Web site: http://founders-club.com/news-and-events/upcoming- .
Cal-X Sponsors Dolphin Tank Panel at California Women’s …
The California Women’s Conference, Springboard Enterprises and TheCalifornia Stock Xchange www.calstockexchange.com featured six …
Appreciation of Women in Business | Facebook
Public · Hosted by Appreciation of Women in Business. Guests … We would like to extend a Thank You to Howard J. Leonhardt with Leonhardt Ventures! Thank …
Google Ventures and Vator’s Startup Sessions Tickets, Mountain …
Oct 16, 2012 – For inquiries please email us email@example.com or firstname.lastname@example.org … Howard Leonhardt, Chairman & CEO, The California Stock Exchange.
USC Startup Weekend
Congratulations to the winners of USC Startup Weekend! by swusc. Demo night was a success! Thanks again to the judges, our sponsors, and everyone …
Featured Events | Startup California
> We continue our collaboration with Crowdfunder.com and are planning CrowdImpact 2014 after the highly successful event in 2013.
CrowdImpact Event Highlight Video Sponsored By Cal-X Crowdfund …
by Howard Leonhardt – in 150 Google+ circles
Jul 26, 2013 – CrowdImpact Event Highlight Video Sponsored By Cal-X Crowdfund Connect & Crowdfunder http://youtu.be/RKCXMk6OI8c via
Background Diligence Report on a companies ORDER HERE:
Accredited Investor Verification Made Easy:
CROWDFUNDING V. RULE 506(C) OFFERINGS
Disclaimer Regarding the Term “Companies” Used in our Materials: In our accelerator and incubator terminology “companies” often refers to a new innovation being developed with full intention to form a separate spin out company IN-THE-FUTURE when the innovation has completed mentored incubated development into a full fledged organization with a web site, slide deck, basic business plan, board, team and has gotten some marketplace traction, including independent funding or revenues, to commence operations as a stand alone independent separately legally formed corporation. We DO NOT file “companies” to become independent separate legal entity “C or S corporations” until they are at an advanced stage of development and are deemed by our board or lead management to be ready to survive on their own. All early stage seed “companies” within the accelerator/incubator share the same accelerator or venture fund checking account, accounts payable and receivable clerks, accountants, lawyers, web site developers, support staff, consultants, advisory board, conference rooms, offices, telephone systems, internet wifi accounts and even management personnel until they are advanced enough with a dedicated focused team in place with strength enough to be pushed out of the next to fly on their own and feed themselves (get their own independent funding). We avoid filing to early stage “companies” to be independent stand alone legally registered ” C or S corporations” until they are truly deemed to be fully ready to be self reliant. This avoids un-necessary legal fees associated with city, county, state and federal filings. So until they are legally spun out as a separate entity these “companies” or “innovations” are officially product innovation development teams or projects under the Cal-X Stars Business Accelerator, Inc. or Leonhardt Vineyards LLC DBA Leonhardt Ventures umbrella organizations. Our Private Placement Memorandum for Cal-X Stars Business Accelerator, Inc. published on the password protected site www.healthiosxchange.com (reserved for verified accredited investors only) provides clear guidance on which “companies” have moved from being internal or external innovations under development into full fledged separate stand alone legal entities.
Accuracy of Information Disclaimer: Representations and warranties – although we fully believe that our executive summaries, newsletters, websites and other written materials and videos accurately represent a true and accurate general high level picture of our activities, history and progress – which is developing about 15 early stage un-proven cardiovascular life innovations and 15 early stage startup social good impact innovations (including new media social good projects) in an accelerator/incubator – we acknowledge that working with a very small core staff covering many thousands of pages of written materials across over 40 web sites with over 4000 sub-pages that we are highly prone to small errors, outdated materials and a certain level on inaccuracy and inconsistencies even while fully striving for the utmost accuracy. Across the 30+ innovations and over 2000 working partnerships being developed there are changes and events that occur almost daily. We do our best to keep all websites and published materials fully up to date but recognize and make clear it is nearly impossible for our small staff to keep all materials on all web sites 100% up to date despite our best efforts to do so. Investors have the advantage with us that our small staff operates with a very low overhead but the offset disadvantage is that we do not have on hand the staffing to handle all the constant updates and proofreads needed to keep thousands of pages of materials up to date and 100% accurate 100% of the time. If you have ANY direct question about any published item of material interest to you – JUST ASK for clarification by emailing direct Howard Leonhardt at email@example.com or calling our office DIRECT LINE at 310 310 2534. We will strive to provide a clarification or update to you promptly.