ROAR Equity Crowdfunding

Overview

ROAR is an AI-powered personal assistant redefining the way businesses and customers connect. ROAR’s innovative platform seamlessly connects with point-of-sale (POS) software, allowing businesses to extract and synchronize their calendar availability effortlessly while providing consumers with an all-in-one booking experience

Crowdfunded Activities

Here's how Let’s Roar Incorporated is planning on using the funds raised from this crowdfunding:

	Minimum Raise	Maximum Raise
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Let’s Roar Incorporated

Company Website: www.bookwithroar.com
Head Office Address: #170 -422 Richards Street, Vancouver, BC V6B 2Z4
Company Phone No: 604-786-1331
Company Email Address: ir@bookwithroar.com

Offering Document

No securities regulatory authority or regulator has assessed, reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.

The forecasts and predictions of an early-stage business are difficult to objectively analyze or confirm. Forward-looking statements represent the opinion of the issuer only and may not prove to be reasonable.

The Issuer

Full legal name: Let’s Roar Incorporated

Head office address: #170 -422 Richards Street, Vancouver, BC V6B 2Z4

Telephone: 604-786-1331

Email address: maya@bookwithroar.com

Website URL: www.bookwithroar.com

Company Contact Person

Full legal name: Mayar Adly Abdelhamid

Position held with the issuer: CEO & Director

Business address: #170 -422 Richards Street, Vancouver, BC V6B 2Z4

Business telephone: 604-786-1331

Business email address: ir@bookwithroar.com

Issuer's Business

Does or will the issuer build, design or develop something? Will it sell something produced by others? Will it provide a service?

ROAR is developing a mobile application that showcases service-based businesses’ availability, allowing consumers to find, book, and pay for appointments from multiple service providers simultaneously. Today, consumers typically have to contact several businesses, often by phone or social media platforms, to schedule appointments. ROAR aggregates hundreds of businesses and their availability to work around the consumer’s schedule - this is a major industry shift. Soon the app will be synced to voice-services like Alexa, Google Home, and Siri to provide a personalized service acting as a dedicated concierge.

What are the key details about the issuer's industry and operations? What makes the issuer's business special and different from other competitors in the industry?

There are over 70 point-of-sale (POS) scheduling software systems today that businesses could use for their day-to-day operations. In this highly fragmented space, only a handful provide a user-facing booking experience. However, even these only showcase those businesses that utilize their calendar software for daily operations. This leaves customers with a frustrating booking experience as all their service providers are most likely to be using different point-of-sale (POS) software with different interfaces ranging from telephone calls to proprietary apps to websites - all requiring their own login credentials. ROAR connects with the majority of these 70+ systems to aggregate the experience for consumers and provide them with a single, easy to use interface to all of them.

What milestones has the issuer already reached and what do they hope to achieve in the next 2 years?

ROAR has over 3,500 businesses who have signed up for the platform across Vancouver and Edmonton. We have completed our MVP for beta-testing, and have raised a pre-seed round of $300,000. The go-to-market strategy and execution plan is complete and will launch in Q1 of 2024.

What are the major hurdles that the issuer expects to face in achieving its milestones?

Delayed completion of testing due to the holiday season.

How are the funds raised from this financing expected to help the issuer advance its business and achieve one or more of the milestones?

Proceeds from this financing will go towards further development of the ROAR app from MVP to feature-complete and will also allow us to begin the integration of AI. We will also begin execution of our marketing strategy to reach consumers in Vancouver and Edmonton, as well as expand our business development efforts to further acquire service business clients

Has the issuer entered any contracts that are important to its business?

ROAR has a few key partnerships.

1. Clover Payment Processing: fully integrated solution to offer portfolio businesses upgraded technology, reduced fees, and exceptional customer support.

2. Zonetail: ROAR platform will be integrated into their mobile application to provide over 2 million residential tenants in Canada with exposure to nearby services. Zonetail will also be a payment processing client for their rent payment portal.

3. Crashbay: over 3,000 auto repair shops will be listed on ROAR to saturate that category for consumers.

4. JV partnerships: referral agreements with consulting firms and accounting firms to expand our sales for Clover as well as the ROAR marketplace.

5. Healthy Girl Hangouts: Vancouver-based event company focusing on running inclusive fitness events. Have a series of events beginning at the end of October - Yyoga, Orangetheory. etc.

Has the issuer conducted any operations yet?

Yes

Where does the issuer see its business in 3, 5, and 10 years?

ROAR plans to expand its business operations over the next 10 years into various markets.

What are the issuer's future plans and hopes for its business and how does it plan to get there?

ROAR will expand nationwide as well as enter other markets such as the United States, Europe, and the Middle East. It will also enter the medical services field by providing its direct billing feature. It will achieve these milestones by further developing its technology as well as growing their sales division. ROAR anticipates it will require significant capital in order to expand into all of these markets.

What is the issuer's management experience in running a business or in the same industry?

Our CEO, Maya Adly, has deep experience in sales and business development serving as a senior executive with a demonstrated track record of success in telecommunications and FinTech leadership. In her three years overseeing the Canadian sales organization at FinTech company Paylidify, she built and managed a team of over 40 sales professionals across Canada. Working closely with SMBs and strategic partners, driving increased sales of a consistent average of 130% YOY.

Our CFO, Michael Kahn, has over 25 years of experience in the finance sector, having spent over 15 years in the investment and merchant banking industry with global leaders in finance such as TD Securities and Morgan Stanley. He has held CFO roles with private and public companies, including Eqube Ltd., Simgo Ltd., Payslate Inc. (Rentmoola).

Does the issuer have business premises from which it can operate its business?

Yes

How many employees does the issuer have? How many does it need?

7 total team members (one not listed above - Creative Director will be beginning October 1st) including the founder - only 1 individual on salary.

As this company has many pieces to it, we will require multiple hires in the departments of engineering, marketing, sales, and operations.

Indicate whether the issuer is a corporation, a limited partnership, a general partnership, an association (as defined under the Instrument) or other.

Corporation

Indicate the province, territory, or state where the issuer is incorporated or organized.

Federally in Canada

Issuer's articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers at:

The Issuer’s certificate of incorporation, notice of articles and articles can be viewed at the Head Office of the Issuer.

Issuer's Operations

Has never conducted operations

Is in the development stage

Is currently conducting operations

Financial statements available

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:

22,005,200 common shares*

**Issued and outstanding shares on a pre-Split basis. Assuming completion of the Split, the Issuer will have 55,013,000 post-Split common shares issued and outstanding.

Management

Full legal name: Mayar Adly Abdelhamid

Municipality of residence: Vancouver, BC

Position at issuer: CEO & Director

Principal occupation for the last five years: CEO

Expertise, education, and experience that is relevant to the issuer's business:

Number and type of securities of the issuer owned: 20,000,000 Common Shares *pre-Split basis *Shares noted above are on a pre-Split basis. Assuming the completion of the Split, Ms. Adly Abdelhamid will hold 50,000,000 post-Split common shares.

Date securities were acquired and price paid for the securities: June 23, 2021 @ $0.0000001

Percentage of the issuer's securities held as of the date of this offering document: 90.89%

(a): has ever, pled guilty to or been found guilty of:

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): has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by, or has entered into a settlemtn agreement with, a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last 10 years related to:

The person's involvement in any securities, insurance, or banking activity

A claim based in whole or in part on fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty, insider trading, unregistered trading, illegal distributions, failure to disclose material facts or changes, or allegations of similar conduct

(c) is or has been the subject of an order, judgement, decree, sanction or administrative penalty imposed by a discipline committee, professional order or administrative court of Canada or a foreign jurisdiction in the last ten years related to any professional misconduct:

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Full legal name: Michael Kahn

Municipality of residence: Toronto, ON

Position at issuer: CFO

Principal occupation for the last five years: CFO

Expertise, education, and experience that is relevant to the issuer's business:

Number and type of securities of the issuer owned: 20,000 Common Shares *pre-Split basis *Shares noted above are on a pre-Split basis. Assuming the completion of the Split, Mr. Kahn will hold 50,000 post-Split common shares.

Date securities were acquired and price paid for the securities: September 7, 2023 @ $0.50

Percentage of the issuer's securities held as of the date of this offering document: 0.09%

(a): has ever, pled guilty to or been found guilty of:

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:

The person's involvement in any securities, insurance, or banking activity

(d) is or has been the subject of a bankruptcy or insolvency proceeding:

(e) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b), (c) or (d) above:

Start-Up Crowdfunding Distribution

Name of the funding portal the issuer is using to conduct its start-up crowdfunding distribution:

Vested Technology Corp. (Vested.ca)

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, Alberta, Manitoba, New Brunswick, Newfoundland, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan, Yukon

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:

N/A

Type Of Securities Being Issued

Type of securities being offered: Special Warrants

The eligible securities offered provide the following rights:

Voting rights: The Special Warrants do not carry the right to vote. However, each common share issuable upon conversion of the Special Warrants entitles the holder to notice of, and to attend and vote at, each meeting of shareholders on the basis of one vote for each common share held.

Dividends: Holders of Special Warrants are not entitled to receive dividends. Dividends may be paid on common shares from available net income if and when declared by the directors of the Issuer.

Rights on dissolution: Holders of Special Warrants are not entitled to participate in the allocation and distribution of assets upon the dissolution or liquidation of the Issuer. All common 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): Description of the Split: On September 11, 2023, the director of the Issuer approved a forward split of the issued and outstanding common shares on the basis of one (1) pre-forward split share for two and one half (2.5) post-forward split common shares (the “Split”). The Split is subject to approval of the shareholders, which is anticipated to occur at the next annual general meeting of the Issuer. Details of the Offering: Under the Offering, the Investor may purchase 2.5 post-Split Special Warrant (1 pre-Split Special Warrant) at a price of $0.20 per post-Split Special Warrant ($0.50 per post-Split Special Warrant). Each Special Warrant will entitle the holder to receive one common shares of the Issuer in accordance with the terms of the Special Warrants. Offering Price: $0.20 per post-Split Special Warrant ($0.50 per pre-Split Special Warrant) Terms of the Special Warrant: The Special Warrants automatically convert into common shares of the Issuer on a one to one basis (i) at any time, at the discretion of the Company or (ii) upon the issuance by a Canadian securities regulatory authority of a receipt for a final prospectus qualifying the issuance of the common shares upon conversion of the special warrants or (iii) on that date that is 30 months from the date of issuance of the Special Warrants. Investors are advised to consult their own legal advisors in this regard.

Tag-along rights: N/A

Drag-along rights: N/A

Pre-emptive rights: N/A

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

Offering Details

	Total Amount ($)	Total number of eligible securities issuable
Minumum offering amount	$5,000	25,000 post-Split (10,000 pre-Split)
Maximum offering amount	$1,500,000	7,500,000 post-Split (3,000,000 pre-Split)
Price per eligible security	$0.20 post-Split ($0.50 pre-Split

Minimum investment amount per purchaser: $100

Note: The minimum offering amount stated in this offering document may be satisfied with funds that are unconditionally available to Let’s Roar Incorporated that are raised using other prospectus exemptions.

Use of Funds

Information about any funds previously raised by the issuer:

The amount of funds previously raised:

$322,600

How the issuer raised those funds:

Private Placement

If the funds were raised by issuing securities, the prospectus exemption that the issuer relied on to issue those securities:

Private Issuer Exemption

How the issuer used those funds:

General working capital

Information about funds that will be raised from this crowdfunding distribution:

Description of intended use of funds listed in order or priority:	Total amount ($)
	Assuming minimum offering amount	Assuming maximum offering amount
General Working Capital	$4,600	$1,380,000
Portal Fees	$400	$120,000
TOTAL	$5,000	$1,500,000

Previous Start-Up Crowdfunding Distributions

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

Compensation Paid To Funding Portal

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) Set-Up Fee: Vested charges a one-time Set-Up fee (the “Set-Up Fee”) in the amount of $5,000. The Set-Up Fee is refundable upon meeting the crowdfunding minimum raise amount of $5,000. If the crowdfunding minimum is not met, Vested will retain the Set-Up Fee. The fee shall be credited to the final payment proceeds at closing.

(b) Portal Fee: Portal fee (the “Portal Fee”) shall be calculated as 5% of the aggregate amount of actual gross proceeds raised in the Offering (“Offering Proceeds”); payable upon each date funds are released to Issuer and automatically deducted from the Subscription Amounts.

(c) Payment Processing Fees: Payment processing fees (the “Processing Fees”) calculated as [2.9% of Offering Proceeds and further $0.30 per each Investor Subscription plus $200 for filing the 45-106F1 report with the BCSC] shall be charged by Vested and/or its third-party payment processor and be automatically deducted from the Subscription Amounts released to the Issuer. The Processing Fees are subject to change without notice.

(d) Compensation Special Warrants: Issuer shall issue to Vested, at Offering Close, 200,000 post 2.5 to 1 forward split Compensation Special Warrants (the "Compensation Special Warrants").

(collectively, the "Fees").

Risk Factors

Order of importance, starting with the most important, the main risks of investing in the issuer's business for the purchasers:

Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development. The following are risk factors associated with the Issuer, but are not intended to be all inclusive:

(a) The Issuer was only recently incorporated, has not commenced commercial operations, and has no assets other than cash. It has no history of earnings and will not generate earnings or pay dividends in the near future.

(b) Investment in the Special Warrants is highly speculative given the proposed nature of the Issuer’s business and its present stage of development.

(c) The directors and officers of the Issuer will only devote a portion of their time to the business and affairs of the Issuer and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time.

(d) There can be no assurance that the Issuer will be successful in filing a prospectus, in which case the Special Warrants will have no economic value. The Special Warrants are subject to an indefinite hold period and the investor may have no ability to sell its Special Warrants.

(e) If the Special Warrants are converted to common shares, there can be no assurance that an active and liquid market for the Issuer’s common shares will develop and an investor may find it difficult to resell its common shares.

(f) Any transaction may be financed in all or part by the issuance of additional securities by the Issuer and this may result in dilution to the investor, which dilution may be significant and which may also result in a change of control of the Issuer.

As a result of these factors, an investment in the Special Warrants is only suitable for those investors who are willing to rely solely on the management of the Issuer and who can afford to lose their entire investment. Those investors who are not prepared to do so should not invest in the Special Warrants.

We do not currently have the financial resources to pay [interest, dividends or distributions] to investors. There is no assurance that we will ever have the financial resources to do so.

Reporting Obligations

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 does not anticipate providing purchasers with any additional disclosure, except as may be required under applicable laws.

If the issuer is required by corporate legislation, its constating documents (e.g., articles of incorporation or by-laws) or otherwise to provide annual financial statements or an information circular/proxy statements to its security holders, state that fact.

N/A

If the issuer is aware, after making reasonable inquiries, of any existing voting trust agreement among certain shareholders of the issuer, provide the information:

The number of shareholders party to the agreement: N/A

The percentage of voting shares of the issuer subject to the agreement: N/A

The name of the person acting as a trustee: N/A

Whether the trustee has been granted any additional powers: N/A

Whether the agreement is limited to a specified period of time: N/A

Resale Restrictions

The securities you are purchasing are subject to a resale restriction. You might never be able to resell the securities.

Purchaser's Rights

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

a) to cancel your agreement with Let’s Roar Incorporated to buy these securities, or

b) to damages against Let’s Roar Incorporated and may, in certain jurisdictions, have the statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

Two day cancellation right:

You may cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal not later than midnight on the second business day after you enter into the agreement. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice tothe funding portal not later than midnight on the second business day after the funding portal provides you notice of the amendment.

All Team Members & Relevant Parties

Mayar Adly Abdelhamid

Position at Issuer: CEO & Director
Municipality of Residence: Vancouver, BC
Email Address: maya@bookwithroar.com
Principal Occupation for the Last Five Years: CEO
About:
Our CEO, Maya Adly, has deep experience in sales and business development serving as a senior executive with a demonstrated track record of success in telecommunications and FinTech leadership. In her three years overseeing the Canadian sales organization at FinTech company Paylidify, she built and managed a team of over 40 sales professionals across Canada. Working closely with SMBs and strategic partners, driving increased sales with a consistent YOY return.

Michael Kahn

Position at Issuer: CFO
Municipality of Residence: Toronto, ON
Email Address:
Principal Occupation for the Last Five Years: CFO
About:
Our CFO, Michael Kahn, has over 25 years of experience in the finance sector, having spent over 15 years in the investment and merchant banking industry with global leaders in finance such as TD Securities and Morgan Stanley. He has held CFO roles with private and public companies, including Eqube Ltd., Simgo Ltd., Payslate Inc. (Rentmoola).

News & Updates

ROAR doesn't have any updates yet. Stay tuned!