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Vancouver / http://www.incubaracapital.com
The Issuer is a strategic capital partner that provides incubation and early-stage funding to disruptive technology companies. We look to partner with knowledgeable founders motivated to break industry molds using technology. Our focus for 2018 is on blockchain technologies with potential to transform existing industries. We intend to use the funds raised to make investments in the opportunities we identify and for business development and general corporate purposes.
Here's how Incubara Capital Corp. is planning on using the funds raised from this crowdfunding:
Minimum Raise | Maximum Raise | |
Legal & consulting fees | N/A | $50,000 |
Marketing and Advertising | $9,000 | $25,000 |
General Working Capital | N/A | $50,000 |
Due Diligence of Prospective Investments | N/A | $25,000 |
Management and Consulting Fees | N/A | $10,000 |
Portal fees | $1,000 | $25,000 |
General and Administrative | N/A | $65,000 |
The Issuer is a strategic capital partner that provides incubation and early-stage funding to disruptive technology companies. We look to partner with knowledgeable founders motivated to break industry molds using technology. Our focus for 2018 is on blockchain technologies with potential to transform existing industries. We intend to use the funds raised to make investments in the opportunities we identify and for business development and general corporate purposes.
Full legal name: Incubara Capital Corp.
Head office address: 908-510 Burrard Street, Vancouver, BC, Canada V6C 3A8
Telephone: 604-608-6314
Website URL: http://www.incubaracapital.com
Fax: 604-682-1666
Full legal name: Geoffrey Robert Watson
Position held with the issuer: President
Business address: 908-510 Burrard Street, Vancouver, BC, Canada V6C 3A8
Business telephone: 604-608-6314
Fax: 604-682-1666
Business e-mail: grw@incubaracapital.com
A more detailed description of the issuer's business is provided below.
The Issuer is a strategic capital partner that provides incubation and early-stage funding to disruptive technology companies. We look to partner with knowledgeable founders motivated to break industry molds using technology. Our focus for 2018 is on blockchain technologies with potential to transform existing industries. We intend to use the funds raised to make investments in the opportunities we identify and for business development and general corporate purposes.
Full legal name: Geoffrey Robert Watson
Municipality of residence: Vancouver
Email address: grw@incubaracapital.com
Position at issuer: President
Principal occupation for the last five years: Director and officer of venture public companies; accounting services business owner
Expertise, education, and experience that is relevant to the issuer's business:
Geoff Watson has 25 years’ experience working as a stockbroker. He also has 5 years’ experience as a director and executive officer of various companies, where he has acted as CFO and assisted in their financial management. He has completed the TSX internal control workshop in May 2011 and the TSX Venture filing fundamentals course in June 2011.
Number and type of securities of the issuer owned: 400,000 common shares
Date securities were acquired and price paid for the securities: 200,000 common shares @ $0.05 Jan 2018, 200,000 common shares @ $0.10 Jan 2018
Percentage of the issuer's securities held as of the date of this offering document: 1.9%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding: Discharged
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Jason Matthew Walsh
Municipality of residence: North Vancouver
Email address: jwalsh@incubaracapital.com
Position at issuer: Secretary
Principal occupation for the last five years: Director and senior officer of venture public companies
Expertise, education, and experience that is relevant to the issuer's business:
Number and type of securities of the issuer owned: 900,000 common shares
Date securities were acquired and price paid for the securities: 500,000 common shares @ $0.05 Jan 2018, 400,000 common shares @ $0.10 Jan 2018
Percentage of the issuer's securities held as of the date of this offering document: 4.3%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity: Revoked
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above: International Ranger Corp., Scout Exploration Inc.
Full legal name: Broderick Adam Gunning
Municipality of residence: North Vancouver
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: Tech company entrepreneur
Expertise, education, and experience that is relevant to the issuer's business:
Number and type of securities of the issuer owned: 100,000 common shares
Date securities were acquired and price paid for the securities: 100,000 Jan 2018 @ $0.10 per common share
Percentage of the issuer's securities held as of the date of this offering document: .50%
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Full legal name: Douglas Gregory Hall
Municipality of residence: West Vancouver
Email address: N/A
Position at issuer: Director
Principal occupation for the last five years: President, Water Street Assets
Expertise, education, and experience that is relevant to the issuer's business:
Number and type of securities of the issuer owned: Nil
Date securities were acquired and price paid for the securities: N/A
Percentage of the issuer's securities held as of the date of this offering document: Nil
A summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada:
A quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction:
A misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein:
An offence under the criminal legislation of any other foreign jurisdiction:
(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity:
(c) is or has been the subject of a bankruptcy or insolvency proceeding:
(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above:
Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution: Vested Technology Corp
List the name of all the participating jurisdictions (Canadian province or territory) where the issuer intends to raise funds and make this offering document available: British-Columbia
The date before which the issuer must have raised the minimum offering amount for the closing of the distribution (no later than 90 days after the date this offering document is made available on the funding portal): 90 days after the date on this offering document
The date(s) and description of any amendment(s) made to this offering document, if any: June 14, 2018; Added Douglas Gregory Hall as a Director
Type of securities being offered: Common Shares
Voting rights: Each share entitles the holder to notice of, and to attend and vote at, each meeting of shareholders.
Dividends: Dividends will be paid on common shares from available net income if and when declared by the directors of the Issuer.
Rights on dissolution: All shares entitle the holders to participate rateably in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer.
Conversion rights (describe what each security is convertible into):
Other: N/A
Summary of any other material
restrictions or conditions that attach to the eligible
securities being offered, such as tag-along, drag along or
pre-emptive rights:
N/A
Total Amount ($) | Total number of eligible securities issuable | |
Minumum offering amount | $10,000 | 40,000 |
Maximum offering amount | $250,000 | 1,000,000 |
Price per eligible security | $0.25 | |
Price per flow-through share | N/A |
Minimum investment amount per purchaser: $500
Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Incubara Capital Corp. that are raised by concurrent distributions using other prospectus exemptions without having to amend this offering document.
Details about the issuer's industry and
operations:
Business The Issuer is an investment company focused on investments in high potential disruptive technologies. While the Issuer does not plan to invest directly in crypto-currencies, its investee companies may invest in or otherwise have businesses related to crypto-currencies or other crypto-assets. The Issuer plans to operate as an incubator and provide funding and business development consultancy services to investee companies or projects, which will eventually be divested by the Issuer. The Issuer intends to generate returns upon the divestiture of its investments. The Issuer will use the experience, expertise, and access to deal flow of its founders, management and board of directors (“Board”) to make opportunistic investments in disruptive technology companies with innovative models and expertise in the markets offering attractive or very attractive prospective risk-adjusted returns over the investment’s horizon. These investments may take the form of equity, debt, or other securities in private or publicly-traded companies, and the acquisition of all or part of one or more businesses, portfolios or other assets. Business Strategy The following guidelines direct the Issuer’s investment strategy: The Issuer aims to invest opportunistically, with a preference for equity and equity-related securities, although investments in early stage ventures may be in the form of convertible notes or loans. The nature and timing of the Issuer’s investments will depend, in part, on available capital at the time and the investment opportunities identified and available to the Issuer. The Issuer has no restrictions on the size or market capitalization of companies or other entities in which it may invest, although the Issuer expects to focus its investments in private companies at the seed level or series A round, with a preference for businesses that are post-revenue. The Issuer aims to make investments of a magnitude sufficient to contribute meaningfully to shareholder value upon success, but not so large as to represent an unacceptable level of risk. With investments in private entitles, the Issuer plans to structure the size of its investments to allow for potential follow-on investment where warranted. The Issuer has no specific policy regarding investment diversification. Each investment will be assessed on its own merits and made based upon its perceived potential to generate the targeted level of gains for the Issuer. The Issuer has no strong geographic preference and will consider investments in North America and internationally where the risk-reward analysis is compelling. Different investments will have different timelines and strategies for development to maturity. The Issuer expects to hold most investments for a 12 to 36-month period at minimum, with the goal of achieving a venture rate of return on investment. The Issuer will have a clear exit strategy for its investments in private companies, which may involve an initial public offering, or a trade sale to another company, or some other liquidity event. The Issuer expects to take an active role in private investment situations and private investee companies where the involvement of the Issuer can contribute to the success of the Issuer’s investment. This may take the form of involvement in management or board representation or both. In deciding to invest in a public company, the Issuer will do so where there is the opportunity for the Issuer to become actively involved in the public company’s management and have influence over strategic direction. The Issuer may, from time to time, use borrowed funds to purchase or make investments or to fund working capital requirements, and intends to make investments jointly with third parties where possible, to reduce investment risk. Depending upon the Issuer’s assessment of market conditions and investment opportunities, the Issuer may, from time to time, be fully invested, partially invested, or entirely uninvested so that the Issuer is holding only cash or cash-equivalent balances while it seeks to redeploy its funds in attractive investment opportunities. Short-term uninvested funds may be placed into high quality money market investments, including government treasury bills and notes, certificates of deposit, and corporate commercial paper. The Issuer will not purchase or sell commodities, purchase the securities of any mutual fund, purchase or sell real estate, purchase or sell mortgages, or purchase or sell derivatives. From time to time, the Board may authorize such additional or other investments outside of the guidelines described herein as it sees fit for the benefit of the Issuer and its shareholders. Although no such investments are currently planned, if the Issuer invests directly in tokens or coins or other crypto-currencies, the Board will adopt accounting and valuation protocols in accordance with best practices and professional advice appropriate to the valuation of the crypto-assets. In making its investment decisions, the Issuer will do so with a view to satisfying applicable stock exchange criteria for an investment issuer and avoiding characterization as an investment fund under securities laws. Sales & Marketing Strategy As an investment company, the Issuer does not have a sales and marketing strategy, although the companies it invests in may have sales and marketing strategies that will differ from company to company.
Legal structure of the issuer and the
jurisdiction where the issuer is incorporated or
organized:
The Issuer is a B.C incorporated Company pursuant to the Canada Business Corporations Act of Canada.
Issuer's articles of incorporation,
limited partnership agreement, shareholder agreement or
similar documents are available to purchasers at:
The Issuer’s articles of incorporation can be viewed at 310-318 Homer Street, Vancouver, BC V6B 2V2
Has never conducted operations
Is in the development stage
Is currently conducting operations
Has shown profit in the last financial year
Financial statements available
Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.
Describe the number and type of securities of the issuer outstanding as at the date of the offering document. If there are securities outstanding other than the eligible securities being offered, please describe those securities. 2,000,000 Common shares priced at CDN$0.005 per share
10,000,000 Common shares priced at CDN$0.05 per share
10,000,000 Common shares prices at CDN$0.10 per share
Information on all funds previously
raised and how they were used by the issuer:
In total, the Issuer has financed $1,510,000 in the past year through the following financings: (i) $10,000 by issuance of 2,000,000 common shares at a price of $0.005 per share on January 29, 2018; (ii) $500,000 by issuance of 10,000,000 common shares at a price of $0.05 on February 16, 2018; and (iii) $1,000,000 by issuance of 10,000,000 units (each a “Unit”) at a price of $0.10 per Unit, with each Unit consisting of one common share and one common share purchase warrant (a “Warrant Share”), with each Warrant Share exercisable into one common share for a price of $0.35 in the first year from the issuance date and $0.50 in the second year from the issuance date. The Issuer has invested $523,850 in seed capital of companies aligned with the company’s investment policy. Approximately $65,000 has been allocated to corporate records, general admin, legal and accounting, establishing a mission of the company, vetting different industry sectors for investments and due diligence on prospective investment targets. The Issuer currently has a working capital balance of $945,400.
Description of intended use of funds listed in order or priority | Total amount ($) | |
Assuming minimum offering amount | Assuming maximum offering amount | |
Legal & consulting fees | N/A | $50,000 |
Marketing and Advertising | $9,000 | $25,000 |
General Working Capital | N/A | $50,000 |
Due Diligence of Prospective Investments | N/A | $25,000 |
Management and Consulting Fees | N/A | $10,000 |
Portal fees | $1,000 | $25,000 |
General and Administrative | N/A | $65,000 |
Details for each start-up crowdfunding distribution in which the issuer and each promoter, director, officer and control person of the issuer have been involved in any of the participating jurisdictions in the past five years:
The full legal name of the issuer that made the distribution: N/A
The name of the funding portal: N/A
Whether the distribution successfully closed, was withdrawn by the issuer or did not close because the minimum offering amount was not reached and the date on which any of these occurred: N/A
The commission, fee and any other
amounts expected to be paid by the issuer to the funding
portal for this start-up crowdfunding distribution:
1. Compensation: 1.1 In consideration of the Services, Issuer agrees to pay to Vested the following fees: (a) Portal Fee: A fee (the “Portal Fee”) calculated as 5% of the aggregate amount of actual gross proceeds raised under the Offering (“Offering Proceeds”) (b) Payment Processing Fees: Fees (the “Processing Fees”) calculated as 2.9% of Offering Proceeds and further $0.30 per each Investor Subscription shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Offering Proceeds. The Processing Fees are subject to change without notice. (c) Warrants: Issuer shall issue to Vested, at Offering Close, 150,000 Compensation Warrants (the “Warrants”). Each Compensation Warrant entitles Vested to acquire one common share of the Company at a price of $0.25 per share.
Order of importance, starting with the
most important, the main risks of investing in the issuer's
business for the purchasers:
Business Risk – The Issuer has only very recently started operations and has no history of successful investments. Because the Issuer intends to invest in early stage technology companies, there is a risk that those companies will not be able to execute their business plans, and there is no guarantee that the companies that the Issuer invests in will be successful or profitable or that they will provide the returns the Issuer expects. Systemic Risk – The areas where the Issuer intends to focus its investments are developing at great speed and the technologies are new and changing, and competition is intense. It cannot be known which new technologies or technology companies will be successful and what future government regulations may be imposed or what effects they may have on the companies in which the Issuer invests. Financing and Dilution Risks – The Issuer will need to raise additional funds to develop its business until the time that it realizes profits from its investments. There can be no assurance that the Issuer will be able to obtain adequate financing in the future to conduct its business, or that the terms of such financing will be favourable. It will likely sell additional shares to raise needed funds, which will result in the dilution of each shareholder’s equity interest in the Issuer. Liquidity Risk – No market exists for securities of the Issuer; and there is no assurance that a trading market in the Issuer’s securities will be established and sustained.
Nature and frequency of any disclosure
of information the issuer intends to provide to purchasers
after the closing of the distribution and explain how
purchasers can access this information:
The Issuer will provide notice to each purchaser of each annual and special meeting of shareholders, together with an annual report of operations.
The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.
If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer. You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.
The offering of securities described in this offering document is made pursuant to a start up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement and the funding portal from the registration requirement.
About:
Geoff Watson has 25 years’ experience working as a stockbroker. He also has 5 years’ experience as a director and executive officer of various companies, where he has acted as CFO and assisted in their financial management. He has completed the TSX internal control workshop in May 2011 and the TSX Venture filing fundamentals course in June 2011.
About:
About:
About:
587% of Goal
Offering up to 1,000,000 Common Shares at $ 0.25
Minimum Investment: $500
Funding Closed
85 Investors
This project will only be financed if at least $10,000 is raised by Aug 27, 2018
Note: All funds are expressed in Canadian dollars.