All right, just getting the call started. How’s it going, everybody? Jamara and Greg. Hey, it’s pretty good. Good. Recording in progress. So it looks like, so it looks like we had Greg, but Greg’s, um, just getting connected. So Greg, uh, just jumps in the waiting room first. So go Greg, Jamara and […]

How’s it going? I don’t know if you’re okay, Jan, are we going on? Great. How about yourself? How’s everyone? Doing good. Just pushing along here, you know, as usual. That’s good. All righty. Greg, how’s it going? So you’re first in line.

Um, good, good. Just working a couple things at my end here, just trying to get a few things organized. Um, other than that, just kind of listening in for today. So I’m more or less good, really. Good to hear it. Don’t hesitate if anything pops up, but I could see here. All right. Yeah, for sure. Good. All right. So, the next is tomorrow.

Hey, guys. All right, I do have a couple of questions. Can I share my screen? Yeah, because we did get a note about, um, about the importing of the. Yeah, so you can share your screen.

Can you see my second screen? Yes, I can. This is the, uh, uh, so we import 1478. Can you see it? Yeah. So the challenge is like, um,

yeah, so, so my VA upload this thing. Will you go to the, that, um, uh, the files, right? So it’s named based on the, um, let’s see, like a US. Like the company name, right? Or the fund manager, the company name. Under that, there’s multiple individuals there. So when he explored, he came back and said, You will get duplicates and sometimes you get error messages.

And he went and uploaded like this. And I said, I’ll come back to you guys. Well, go to the races and I’ll have a conversation in there too. And he will let me know what’s, what’s the process or thought process behind. Yeah. Yeah, so yeah, there are a few things. One is the duplicates. So actually just on Friday, because we’re updating on our side.

So we have a new list that we’re updating, that we’re adding new people. And so what it is, we combined all the lists into one, one, like a file. It’s 170, 000 records. So we reduced all the, we removed every single duplicate. So that one should take care of that as for the validation. Yeah. The validation is like a lot of work.

So what we suggest in the meanwhile is for go high level, there’s actually a setting and I think I can, I wish, but there’s a setting and go high level. That’s the control, I guess. Sure. I don’t even think I can access it, but, but I’ll try it, but there’s a the, and go high level that’s.

Validated for you anyway, so. Uh, if you set that up, like, I think the person who sold you this, this account, this guy level account is a way to set it up so that it automatically validates it before it gets sent out. And I don’t think it’s here. So let me see email services. If I can find it here, then, okay, yeah, there’s no way I can get it because you have to go into the agency level, and then we don’t have access to the agency level.

So anyway, long story short, um, there’s a setting that, let me stop the remote, there’s a setting that they have to go to called, um, Validate emails before send and I think it’s like 0. 001 cents per validate email. Oh, okay. That then it’s going to stop the, you know, just until at least we get more people in.

So those are the 2 things. But any specific questions about that as we can. If we can fix anything. Okay. All right. So, uh, so you guys are combining into 1 larger file, right? Should I wait or what’s the process? Oh, the files are already ready. Um, so I’ll show you right now. Yes, please. Yep. Yeah, let me stop sharing.

Okay. Is the instruct it updated in the instructions to or. Because the VA is the person who’s doing that part. So that’s what I was thinking. So we weren’t even that specific in the instructions. We just said get, get a list of investors. So we will be more specific now, but, uh, so in this, in this, um, list right here, we just combined everything into one.

So, yeah. Um, so like for example, in this case, let me think of something. So then this is an acquisition. So I’d say private equity investor. So we just search, let’s see, filter at filter where type is, and then I’ll say USA institutions,

essentially when we scroll up,

investor type is, maybe it’s a second

investor type. I want to filter just for USA institutions

contains

there. And then what they’ll do, they’ll literally just highlights,

they’ll just highlight, copy cells, and then, uh, you know, go ahead and paste this in a new sheet and download. Oh, that’s it. Oh, yeah. I’ll tell them that. Yeah. Yeah, whoopsie. That’s another thing I was pasting. So let me copy it again because I didn’t copy it properly.

Is there any way that we can export this thing to somewhere? I’m just thinking loud. Yeah, let me see because the developer just put this together. Okay. So, um, I’m actually getting used to it myself. Okay. Values.

Hmm.

I think it’s just getting the one block, I guess. That’s probably the reason. I’m just thinking loud, maybe. Say again? No, what’s that in here?

Copy the cells. Yeah, I’m actually trying to export

this, um,

yeah, I may have to, we have to go outside and make a support ticket on my side because, uh, yeah, this is pretty fresh on my side, but the idea is like, yeah, we have to copy it, we have to just filter. You know, we copy what we need, uh, but we still, we still have like the entire spreadsheets here, but then these spreadsheets were kind of start going away from this and then just host everything on one on this thing right here, uh, just so it’d be easier.

But then the thing is, like, we just have to, um, I’m going to ask my software developer, like, how to, um, how we can just export these from the, from the actual database. Okay, sales.

Yeah, so copy sales. Anyway, I guess I guess I don’t want to hold everybody up, but what was the next question? And then I would try to figure this out tonight with the developer. He’s based in maybe by tomorrow because he’s actually based in Poland. Okay, okay. Um, yeah, so the, the next question was, um, uh, give me 1 second.

I’m looking at this thing. Um. Uh, so I think we went through one of the deals. I think last couple of a couple of days ago, right? Um, I got updated information. I think I can show it. Uh, I got like today too. So a little bit, um, without the real estate. Um,

Oh, Hey, Andrew, how’s it going? I just see you joined. It’s going well. Thank you. Good. Uh, so I saw that. I don’t know if you meant to book the group card at one and one, but. Uh, you know, because it was showing group call on our side. So you meant to come to the group call or was it the one-on-one? Well, I, I actually meant to come to the group call, so Okay, good.

Just making sure. Yeah. Yeah. So, oh, I’m glad Henry’s there. I have a million questions.

Yeah. Good luck with that. You’re gonna need it

Uh, so, uh, can I share my screen later? Y yeah, let me love Sure.

So this is the company that I showed you that the financial, the, um, company doing the kind of like agency, but they were handling the, uh, RNs, LPNs. And healthcare providers, services providers. So, um, this is their numbers. Um, 1 of the things the cash flow is good. Um, and I think we talk about that part, but what I’m looking back and thinking, um, 1, 2 aspects on this thing.

Um, the, uh, do you think this kind of a deal have a more appetite in the, in the investors point of view? So, okay, so I’m trying to send a question. You’re asking if this deal, as opposed to the 1st, so this is just a different 1 than the 1 that we went. It’s a different 1. Yes, yes, there’s a different 1. Yeah.

Okay. Okay. So, I mean, but it’s time to go through. It may be matter. Maybe we’ll do it quicker. So, so that are able to do just a quick analysis of what is in front of me. So this looks like a P and L of another, uh, you know, home care living facility deal. So just a quick comments on the, um. Okay. You know, on this so far, I think we’re able to, yeah, so, um, without looking without actually doing the calculations.

I’m just looking at the net income number that I just saw below for 2023 for the first half of 2023, it looks like they made about, can you go down a little bit, please

have more to the net income level. Yeah, keep going. Yeah, keep going. Yeah. So, so it looks like they made about 216, 000 of net operating income. And then they did this employee retention credit and ERC consulting fees expenses. Do you have any information on what this is? I think this is the, uh, SBA one, uh, for keeping the people, or I think employees, I guess.

Yeah. This is, um, I mean, a lot of companies are getting this. Um, it’s really a one time deal. So I’m not sure that it should be included. If you ask me, uh, yeah, maybe, maybe carry that on the balance sheet, but not the P and L, uh, because it’s, it’s, I mean, it’s what it is. It’s, it’s It’s, um, money that’s given to companies for keeping employees and it’s going to happen one time.

They’re not obligated to pay it back, but I don’t see. I don’t think it’s ethical to have it in the piano. That’s my that’s my thought process. Okay, yeah, I would completely agree with that. So, from that perspective, we look at 216, 000 dollars. So. And another six months. So that would be 432 for four $32,000.

And I think the last one that we did was making about 480. So without any other information, I would say the other business was better if we just assume it’s, it’s for the same valuation and it has, uh, it’s, it’s a similar kind of a business. So that’s the overview of, yeah, this is the, that is the net income, but this is just a, this guy is cashing pretty good money.

The owner. Yeah. Yeah. I’m looking at on a discretionary earning. Yeah. But, but at the same time, if let’s say you are operating this business, you would take the salaries, right. Or some manager would. Yes. Yes. Yes. They have a general manager in place. So that’s the attraction to this thing. Yeah, exactly. So, so if, if we, we would only adjust this if we can make sure that this salary is just on top of the normal operating business, but if it is going to be a part of the operating business going forward as well, which I think it will be, I don’t really think you can make these uh, add backs.

And maybe, maybe the owner vehicle expenses, that’s like 8, 000. So it won’t really make a big difference. Everything else, I think, yeah, we would, maybe it’s like 30, 000, 40, 000 maximum that you’ll be able to save. So kind of similar to lower, I would say, compared to the previous one, but that’s just an overview and not getting into the details of things.

So, let me ask you a question. So I’m looking at a deal. The deal one I looked at is. They were asking 4. 8 million. Um, they are, they’re making million dollars in top line revenue. Once you’ve done everything, it’s they take home like a 430 450 range. Is that a good deal? Top of your head? I’m not saying specifically.

So, they, they, they take home how much again? They are, let me see if I can pull this thing very quickly. Give me 1 2nd, I think I can get it.

Yeah, I think this is the deal. Yeah, so we’re playing around on this thing. Um,

I don’t think this is the David’s 1, but, um, uh, so, uh, 1

2nd. So, do you remember of the top of your head what the number is. A bit number. Yeah. So it’s around, uh, in this one was playing around. Okay. So the new hope by claiming, Oh, I can get it. Give me one second. So this is the, okay. I can get it. All right. So this is

tomorrow. If we’re talking about the same company that we talked about last week. So I think that one had 480, 000 in a bit. 180, 000. Not correct. Yes. Yeah, something like that. I believe. Yeah. Yeah. And how much are they asking for the company? They are asking for, uh, 4. 8 million.

So essentially a multiple of, um,

10? Yeah. Close to 10. 10 or 11. Yeah.

That’s a good rate. It’s, it’s a lot. It’s, it’s, it’s really high. They’re asking for a real high multiple. The question is why? Uh, what sort of space are they in? Why would they ask for that kind of multiple? What makes it special? Um, I went to the facility last week and they ordered management in place.

Owner hardly go to the work or that’s what they say. Because I asked the question when I asked from the owners. How many times, like, are you able to go for a vacation? Not necessarily. I won’t know. They’re going for a vacation. It’s more about, okay, can the business run without you so they can run the business without them.

So that’s a good thing in my mind. Um, and right now this is the, uh, what do you call it? A current rate for the, uh, so it’s like, uh, it’s up and down in my mind, like a 3, 100, some of them, uh, 4, 000. Um, so they, uh, let me see what I can get. The Uh, yeah, I think annualized they make 1. 3 million. Um, then, um, once you add up everything, uh, what is that?

So, um, mortgage, lease, they’re leasing back the property, uh, then the owner’s salary, own auto expenses, donations. Interest expenses, uh, so it’s like close to 443. They’re pretty much asking close to 11 times. Yeah, they’re asking 11 times, which is high. Uh, that’s 1 number 2. Um, so they, they, they are leasing the property.

If you make that purchase. Would you also continue to lease the place? No, no, no, they will give me the property. So, essentially, they’re selling the property to you. Yes. Yes. It’s included in the deal. It included in the deal. So what the property value at, you know, because now it looks to me like it’s not just the business.

So, so, so maybe it’s not right to say they’re asking for times. I mean, 11 times multiple. I’ll, I’ll, I’ll, I’ll kind of separate it. What’s the business? What are you asking for it? And then how much are you asking for the building, the property? And that way you can, you can isolate the real estate from what they’re really looking for from the business.

Because right off the bat, I would have said it’s a bad deal. But if they, if they’re looking for you to pay for the property, then get proper valuation of what that property, um, should, should really sell for now. Um, And then if you go, if you go raise money and do that acquisition, what would your interest rate be for the money you raise?

I talked a couple. Say that again? I talked to a couple of guys. Um, it’ll be like pretty much, uh, like this guy did the analysis on based on, uh, lemme see. I can make it bigger. Like, 7%, but the now lowest benchmark is 8. 25. So, yeah, you’re just going on a thin margins in my mind. Literally. So that’s the reason I asked for what that interest rate would be because they would affect everything else.

And how much margin would you have? What if two, three people move out and they are no longer in the property? How would that affect your margin? Would you flush? Would you go upside down? Uh, I don’t think I would go upside down. There’s a margin. I’m able to survive for like, maybe numbers. Like, for example, what they’re saying is they have a good reputation in there.

They’re 100% occupied. And the, I probably know the chaos. com or something like that. Is that right? The website. Right. So they will get referrals every most of the time. So they don’t have a time, like problem of filling up. Like, for example, right now, they have a 3, like, this is 2023. if you read this file, they moved out, they’re coming on July 4th.

This person moved out, they’re coming on July 16th. Um, so when I talked to them, they said, I asked them, like, do you have like, I told them interest rates, like 8. 25, you understand you asking this money. Is there any. Leave you on negotiating and they told me, like, we took almost 15 years to build this thing and, uh, our reputation reputation proceed even 2020 in the corporate time.

We never had a, uh, any issue at all building up to the place. So I would like you to give me like honest feedback and say, this is a garbage deal. It’s okay. No, it’s not a garbage deal, but, but it’s a deal that I would push for, uh, less. And I’ll tell you why. So there’s this, there’s this assisted living facility and they were going to sell for close to 5 million.

And after going back and forth with them, I walked away from it. Now. Two days ago, they’ve sent me a deal saying, okay, they will sell it for 3. 4. Um, it’s a huge gap, uh, but, but the truth is very, we don’t have as many investors in the market looking to invest anymore, looking to buy. Why interest rates have, um, tightened up so much.

Um, people who are looking to do deals are some of them just waiting to, for, for, for, for, for some certainty, right? Yeah. Um, so, so people like this can actually be in the market another three, four months and he’s still looking five months and he’s still trying to sell it.

Yeah, this lady, they’re in the market for almost a year now. So, okay. So, if she hasn’t sold it for a whole year, it tells you, and I guarantee you’re not the only one who’s looked at the deal. I’ll try to separate it. I’ll try to separate it. What’s the business worth? What are you asking? What multiplier are you asking for the business?

Okay, and then, what’s the real estate worth? Do valuation for that real estate. And then, and then only at that time bring it together, right? Such that you’re not getting that, you’re not getting that bulk number. Oh, it’s 4 million for everything. Great. What’s the real estate worth? If you, if you, if you do valuation for that real estate.

And what’s the business in itself worth? The typical multiple for stuff like this is right around, you know, 2. 5 to 3x. Okay, multiple, um, if it is super strong and, and, and, and killing it for X, uh, but to get up to 11, then I’m saying how much is that property worth? Yeah, but of course, it’s not just a property.

It’s actually the F and E, right? So it’s a property. It’s, it’s everything, the furniture, whatever, TVs, everything else they have in there. Um, I’ll do, I’ll do a separate valuation for that. And then I’ll violate the business separately, then bring them together and say, here’s my justification for asking you to sell it at such and such price.

And other parties like they are, I think in their, our age, maybe like forties. Right. So I asked them like, why are you going to sell it? I would like to have a good reason, but they keep saying they’re bored, right? So when someone keeps saying me that thing, I’m like, come on, man. I

mean, I, I will understand if you know, if, if you’re 75 and has and had a pacemaker put in or something, okay. But don’t tell me at 45 that you’re bored and that’s why you want to sell it. Is there, is there, is that we, are we missing something? Is someone else building another facility pretty close to them?

That’s going to. Cost competition and they’re worried about that. I mean, I don’t know. So, they have a couple of questions. They have a 2 facilities on the same town. Um, they’re doing pretty good compared to the competition. And only only when I first saw the deal only at disadvantage, I can’t expand this thing.

It’s a, it’s a big house with. Uh, 3 flows or 4 flows. So that’s how it’s set up. And they told me like multiple ways we can do this, do that. Um, I’m fine with that. But I think overall, I don’t know. They want to budge the numbers or like come down at all. Because when I was leaving, they told me like they advertised to 5.

2 million. And I said, you know, that’s why you could not sell this thing for like almost one year, then they were like 4. 8. Then I told them and when I was leaving, they told me like, uh, what they said, if it is coming, if you’re coming close to 4 million, I don’t think we want to sell it. I don’t know. Well, I would say honestly numbers don’t lie.

And I hate to negotiate from a position of weakness. And that’s why I’m going to go put things together right like. This is what your business really is worth. Here is the benchmark for, you know, uh, multiples in this market and in this space. Um, I’ve done an, I’ve done evaluation of your property. This is what the property is worth with all the stuff that you have in it.

Putting that together, I think you’re at 3. 5 or really whatever that number is, but you have to give them data. That, that, that, that convinces them as against you trying to talk them into it, so to speak, um, it’s, it’s, it’s, it’s tough to, it’s tough to, um, to bargain if, if you really don’t have all that information, because I mean, all they’re going to keep saying is, oh, my God, we’ve paid 15 years of our lives into this.

It’s worth everything. Yes, but that’s only emotional. Um, at the end of the day, that’s good for them. It may not be good for your pocket. No, I agree 100%. Yeah, that’s why I want to get a second feedback from you. And then I want to see. Yeah, because you’ve seen this thing, multiple things, I guess, multiple deals right before you close the deals.

Yeah, but honestly, it looks like a good deal. If you can get them to accept. Um, a lower, uh, lower, lower number and then also also be sure what your interest rates are going to be going into it. That’s right. That’s that’s really concerning in this in this market. That’s right. Yeah, yeah, because his all his analysis is based on 7.

that’s 1 year ago. So, yeah, no, it’s 8. 25. I was. Wrapping up with a call with a couple of days ago with SBA, they mentioned. Um, if you’re going through that route, it going to be like 11, 10 to 11%. If you go through the SBA A Yes. Um, yeah, there’s five with the benchmark and they’re gonna add another one to 2%.

Yeah. But, but the good thing is if there is, if there’s the property involved, then you could have 30 years, it could be amortized, um, yeah. Of a, of, of a 30 years, which means you can, you can get better cash flow. Yeah. That’s right. Yeah. And the LTV may be better too. Whenever there’s real estate inside, death is always easier.

So yeah, change the LTV. Yeah. Do you have a memory care too or a Henry or what? What’s the focus? Um, no, not yet. We’re still looking to do a memory care acquisition. Um, but, but even at that, I have found that there’s more attraction to having. Hospice care unit versus the memory care. Okay. Yeah. So, uh, the, yeah, it’s, it’s, it’s, it’s a topic of discussion for a different day.

I’m happy to help on and talk to you on a one about that. Yeah, yeah, definitely. Yeah. I never thought about that. Yes. I was just chasing this thing, it came and I’m, I’m, I’m looking another deal, uh, let’s see how, how it’s going to look like, because I feel at least on this deal, like I talked to a couple of people and they don’t tell the exact, I call the, how much you, the resources you need to fill that facility.

That part is missing from most of the deals. They just talk about everything else except that part in probably, you know, better than me, but these folks told them like we overstock so that way we can go to sleep properly. I’m like, okay, I like that piece. No, it’s an amazing piece that there are two things you need for a business to stay alive.

Right. And then, uh, those customers that are willing to pay, choosing you.

That’s a business. If you can figure out. Um,

but I don’t care how phenomenal your business is. If you don’t have willing customers that are able to pay, um, good luck with that. Yeah, yeah. Exactly. Let me just try to see if Kevin has anything, but um, I don’t want to drag much, but yeah, I know. I took almost 30 minutes, I guess. No, it’s good because, because, Like Henry to those who aren’t familiar.

I mean, he, he, he has already done the work and he acquired a business in the sector. So, uh, you know, matter and I were more generalist when it comes to the acquisitions, but he has industry specific, uh, firsthand experience. So, while while you’re discussing, actually fix the, um, investor database, so you’ll be able to go there and then click it and then.

Uh, highlight it and it would work. So I just like personally just went into the website and then, um, just fix that there. So that’s no worries. Okay. So just a copy and paste on that thing and put it onto the Excel file. Yeah, exactly. So are you good to go? Good. Good. My bad. Yeah, I know you have a question.

Okay. My bad. Yeah, that’s okay. And we can always circle back, but just checking on Kevin and see if everything’s okay. So, Kevin, how’s it going with respect to the. Okay. Accounting acquisitions.

If you’re around, I don’t know if you’re

right. Maybe Kevin steps out.

So Henry, how’s it going? I guess it’s going well. Honestly, I can’t I can’t really complain. Um, so we’ve got we’ve got another deal that we’ve taught someone into doing with us. Um, I think I wouldn’t jinx it yet because I’ve, uh, it’s an amazing deal in the same sector. Um, and it’s another hospice company.

Um, and this individual will on a finance, um, specifically because she’s looking to she’s looking to get out of it. Um, the hospice industry. If you are, you have to be detached from it. So to speak, you really can run it yourself on a day to day basis. Because really, it’s, it’s, it’s, it’s a medical service for people who are terminally ill.

So if you, if you get involved with every single one of them, then you, you keep getting acquainted with clients who end up passing and get acquainted with another client. What I have found is it causes emotional, it really, it really wrecks people emotionally. And, and she’s at that point. Um, and then she’s one of those who believes in macro managing, does not want to have anyone do anything.

The way I see it is you can have complete control or you can have growth. It’s almost impossible to have both. Um, you would have to give up some control to grow. And my idea is always to, you know, hire managers over that kind of business. And not be, that way you’re not emotionally tied to every single client that walks through your door.

And who may not be there six months from that day. Yeah. That’s right. It’s like, um, like, I don’t know if you’re familiar, Gino Wickman, uh, he had this, uh, like he grew some businesses to hundreds of millions and he had this whole, uh, saying at the beginning of one of his books called traction. He said, he said that, yeah, people have to let go of the vine.

So, um, you know, just letting go of control over everything. So, um, yeah. So basically, if you’re the founder, don’t be like me and don’t don’t do all the Q and a calls and everything. You have to just have a system. So don’t do what I’m doing. No, but for you, have a system in place. You have, uh, you have structure.

A lot of people doesn’t have structure at all. And I think that’s where the problem really starts. Um, but no, this we’re closer looking at that deal. I’m, I’m hopeful that would make that happen. Thank you. But besides that, they, Ooh, we got some feedback. Oh, I got some feedback. Kevin’s back. Oh, excuse. No worries.

Uh, I was actually just calling for you, uh, but maybe even you. It’s okay. So, so what was that, Henry? Um, no, I was gonna run something by you real quick, please. Um, and, and, and it’s, and it’s going back to that subscription agreement. Um, I will have everything in place. I’m meeting with the, uh, with the individual later this week on Thursday.

And then he’s going to sign the whole deal and hopefully we have his investment in hand and we can move forward from there. Yeah, but there are a few portions of it I wanted to run by you. Like, like, um, on the schedule. I don’t know if you remember that or do you want me to do I need to share my screen.

Sure, if you can share it and it’d be faster. So yeah, go pre and then I’ll, I’ll see it.

Okay, so the addition should be New York. If I remember correctly, at least that’s what stated in the substitution agreement in itself.

Limited liability term. Management fee, feature liquidity. Incentive fee. Those are the things I’m sort of working with whether to run them by you. Before I threw those out. Okay. Got it. Okay. So I think we can just do the jurisdiction of the, of the limited partnership. That’s how that’s how the council did it for the other funds.

So, is so, so where, where is everything based here? Because are you doing a where 1? Are you doing it based in, uh, Texas? No, I’m doing it based in Wyoming. Really? Oh, Wyoming. Interesting. So then I think, um, see the only thing with, I guess the only disclaimer with everything I tell you, like, this is just more practical experience, but, uh, you know, I don’t have like the E S Q behind my name and I’m not an attorney myself, but, uh, but I, you know, the offerings that we recommend that the other people to do is really just to do it in the jurisdiction of the.

You know, of the asset of the limited partnership, wherever that’s based. Some people, we did the, I guess the, the, um, the template had New York because New York is just sort of the most 1 of the most common jurisdictions for, uh, you know, lawsuits. And it has a lot of, um, friendly. Yeah, like, it’s just really, it’s really popular for that.

But then we just found keeping the jurisdiction the same, just simplifies everything. Uh, if we’re doing it in the jurisdiction, um, if we’re trying to make sure that the limited partnership is in a different jurisdiction than New York. So we just ended up putting everything in the same jurisdiction for simplicity.

So, so, yeah, so I recommend just, you know, just for informational purpose here, just keeping it in the same jurisdiction as Wyoming. If that’s where the, um, yeah. Limited partnership is okay. So, so do we not have a, so there’s like a little, um, did we make a private place memorandum for you to like the, the big document?

Um, we didn’t do that. No, no. Okay. Okay. Got it. Okay. So that’s fine. Okay. Sure. It’s a hundred units. That’s fine. Minimum investment. Each investment is. Yep. Um, I would say what, what is the unit price? So then I would also say the unit price. Okay. Um, so then maybe 1 is like a 1, 000 or 8. Uh, yeah, 1, 000. I actually have that mentioned a little further up, but you’re asking that that I put it here and be in schedule a.

Yeah. Okay. Use of proceeds proceeds of the offering. Yep. Jurisdictions I say, well, I mean, yep. Limited liability. Yeah. So on my side, I’m just going to give you a quick term sheet example.

Yeah. So I have a table that you can, uh, actually just use. So let me make a copy of this.

Yeah, you know what, I’ll send it out right now. Okay. So just bear with me a few seconds while I pull this, this one up there. No problem.

There we go. Okay.

Okay. So let’s use this one. So let me get a copy.

Tell you this, I’ll just share my screen. And then, uh, I think, let me stop this. Yeah. Stop participant sharing.

Yeah, so I’ll send this over, but yeah, so, I mean, here’s, here’s, uh, you can just take the actual, um, table and then paste it in the subscription agreement because some people, they just create a term sheet. That is literally just something for informational purposes of you, but some people put it in a PPM or put it in a subscription agreement.

So then, okay, so then this 1 is up to a company name company name. Right offering, so this is the offering amounts. So then we’re just replacing 25 million with 100, 000. So that part is that.

All right. So instead of shares, we’re changing the language to units.

All right.

So the use of proceeds jurisdictions. So you can see, so this is how they expect jurisdictions to be seen. So like, instead of it being all provinces of Canada, then we just say, boom, United States. And then we’re not doing offshore. So we just move offshore. Limited liability, and then here’s how it should be.

Basically, we’re just reminding them that they have limited liability because they’re a limited partner. And then the term, this is an infinite fund, but how long will they have their money into the fund? Um, infinitely. Oh, there we go. So, exactly. So, distributions, so then this one said,

of this much per annum, 40%. Okay, this is a 40 60 split. So, what, what, what, what, what really, how much money are they getting? And what, what are the terms of the, um. Of this deal for this? Yeah. So this is gonna be a 90 10 split where, um, where, where really they get 10% of, um, the profits the company make. Uh, so it’s not like it’s just 10% of their investment.

It’s 10% of the proceed from the company. Okay. Okay. Got it. So 10% of net profit. Okay. 10% of net profit goes to the, um, to the, uh, general or it goes to you. 10% of the profit goes to you, 90% goes to them? Or is it the opposite? It’s, it’s, it’s the reverse. Okay. So 10% goes to the limited partners and then 90% goes to you and then we’re just going to change it to like 10 and 90.

All right. Do you have any management fee? No, uh, no. I’ll keep the management fee at zero because this particular investor, you know, if this goes well, we’ll invest again and again. And I’m trying to attract some of his friends also. For him, for him, management fees will be zero, but it states in here that, um, the general partner reserved the right to charge management fees, you know, per partnership.

So, the deal he gets is not necessarily to get the deal. Another limited partner may get got it. Okay. So we just have to have, um, and we, we can obviously we can go back into details later, but we just want to have something where, um, management may, uh, elect to assign. Management fees on a case by case basis.

And then here, obviously, we, it’s the legal speak. Okay. And so, honestly, some of these, some of these things are a bit like, they’re not really that, like, it’s a bit over the top. Um, so then what are we seeing here? So, 2nd anniversary of investment in capital. Yeah, 1.

Yeah, this is the liquidation term. So here we’re just saying when we dissolve it’s like saying the order of which everyone gets Uh, you know how everyone actually gets the fees gets the funds and the assets after if the thing completely dissolves Uh, so this is really just boilerplate qualification, this is just and we have to change the the the find and replace obviously, but this is just saying that Um, we’re only sending, we’re only sending out fees to a credit, deal steam credit investors.

So this should be targeted. Uh, so then remind subscriber about 506C. So this is legal boilerplate. We don’t have any placement agent for this. How often do they get reports? On a quarter, a month, or a year? Quarterly. Good, okay. So as soon as possible, let’s see.

Okay, so as soon as possible.

So, so you recommend the 516 C and not 516 B exemption? Well, what’s funny is that I actually, um, actually can’t, can’t remember the one I recommended. That was like, I think a month ago. So, so the one I recommended to you was 506 B, correct? Um, honestly, I can’t remember that, but I, I’m, I’m more familiar, I guess, with 516 B than I am with C.

And I, I kind of saw that B did fit, um, this particular case. Because my, my idea would be to

my idea would be to build this particular limited partnership as a vehicle for investment for this particular individual, and I’m not offering this to anyone else. So, I, I’m not, I’m not going about advertising this particular offering to anyone else, and I’m, and I’m looking to be able to do, you know, you know, limited.

Disclosure, um, as it regards to SEC. B is less headache. Oh, whoops, I didn’t mean to interrupt.

B is a little less headache than C, right? Well, yeah, because like, most people, they recommend the PP, the private place memorandum and all that, you know, that 100 page document for the C because, uh, you know, because you’re advertising. But in this one, it’s kind of a way to do it without even, basically people don’t do many PPMs for 506Bs.

Because there’s less advertising, there’s less need to, because you usually work with people you already have a relationship with. So, uh, so yeah, like, uh, let me see the SEC exempt offering chart again. It’s almost the same amount of work, because like, you have to still do the Form D.

Let’s see if we’re doing the states, uh, yeah, it’s almost the same amount of work. Like, it’s less, we don’t have to do a PPM. And then the 4A, like the 4A2 is something, we actually haven’t really done the 4A2s. Um, they look really easy, but I mean, we can’t advise on something we don’t understand ourselves.

So, we just, we just deeply understand this and this, but we don’t really understand, uh, the 482, but it looks like 482 is also a good one. But, um, Yeah, but it looks to me like, um, B or C really would. I mean, it looks like it’s pretty much the same amount of work, uh, financial statement requirements for non accredited investors consistent with.

Okay, so with with the financial statement for non accredited investors, but we’d see you down. It looks like, yeah, exactly. So then, but in here, you have to, like, you have to get them to sign, like, a long form proving that they’re credit. So then like, this is like another piece of work within here. Yeah. You have to, you have to offer financial statements.

And so that’s like the, the trade off,

but then they don’t have to sign, they don’t have to sign, um, like a KYC form.

So with, with, uh, um, five for one C, I mean, privacy for five or six B, you could have 35 sophisticated, but non accredited investors in a 90 day period. Am I, am I reading that right? Well, yeah, and it’s funny. I wasn’t even aware of the 90 day period until I looked at this deeply, but yeah, you don’t have to only target accredited investors with the 506B.

You can bring in non accredited. And so that’s, that’s the main sell of the, the 506Bs that you can bring in non accredited. You could bring in non accredited, but then you have to get financial statements for those non accredited investors. Yeah, which doesn’t seem to be relevant anyway, because uh, it looks like your friend isn’t really uh, Unaccredited.

Anyway, I I think he’s accredited right like basically he is accredited. He’s accredited But anyway, there’s another gentleman. He introduced me to and that guy is the reason i’m looking at 501c. I mean Um, yeah, okay. And then if you already have proof of the touch points anyway, I mean, you could still bring them in because if it’s only through like warm introductions purely, and then you have an extension on marketing it on the internet or, or like just sending out emails and doing webinars, then yeah, then you can, you can live with the B just that you just shouldn’t have, like, if you, if you want to convert it, if you want to do marketing later on, then.

Which you don’t seem to then, uh, then I don’t think the C is relevant. I think the B is easier for you. Okay, could you do me a favor also include this, um, this link so I can look at it even better. Thank you. Yeah, sure, sure thing. So then, um, this one we published it in the, uh, on the website there. But then just to make life easy, I sense it in the Zoom chat.

Okay, thank you. No worries. So anyway, so I mean, this is pretty much it. And then let me look at the top here just to, because this was a real offering from, um, a few years ago I did. But in a gold company it’s completely different. So then the issue price. So this is the unit price and then whatever the unit prices,

um, yeah, the units

and then just explain that it’s limited.

Yep. Yep. That’s it. So let me send this one over. And then what I would do, very, I just copy and paste this right into the subscription agreements. And then, uh, and then away we go. Okay. So, so, um. Essentially do that in place of the schedule. A or or right behind it. I mean, yeah, to replace the existing, like, you know, you have this existing, um, uh, this existing these these points where it’s like, uh, jurisdictions, it’s like, exactly.

I just take this and then this, this little table here and then just replace that table, replace that 1. Yeah, sounds like a plan. Cool. And then that’s it. Then I just do 5 or 6 B for sure. Definitely 506 B. Okay, awesome. Thank you. No worries. Yeah, just let me know before it’s like finalized so that we can have a triple check and then and then we’ll be good.

Okay, sounds good. I’ll do just that. Perfect. Any other questions or anything else? No, no, thank you. Let me let me give Kevin some room. Yeah, exactly. Kevin, how’s it going?

Maybe I missed you again

when I think whenever I call you, I think that’s when you walk out. So, um, so just know that, uh, I’ll ask you again. So, uh, I guess I can circle back to tomorrow because we could be off early. Yeah, yeah, so the, um, I’m looking at another deal, uh, Henry and, um, that 1 also have very similar numbers, uh, but they are less than this.

I think they are more willing to, uh, talk about the, or at least come to a conclusion on the numbers wise. I’m going to pull up the top line and see whether I can get that thing. Gimme one second. Um, yeah. Yes. Gimme one second.

So, from your experience, what, what you, where you operate is like, you separate the business and you separate the, uh, real estate, right? Yes. Um, I, I, I do that because it, it, it just kind of muds the water a little bit. When it blends them together, the question becomes what’s really what. What? So I separate them and do a valuation for the business separately, the valuation for the real estate by itself.

And then and then adding the, um, the, uh, you know, property equipment, whatever else, um, and then then then bring the numbers together. But then when I’m speaking to the sellers. I’m laying in front of them the documentation, the document that led me to come to the numbers that I’m asking them to sell for.

And I say, you know, this is what this property is really valued at. Um, you know, this is what the business is really valued at. If you take 3x multiple, then this is what we get. You add the value of the property to it. I found that it’s a little, uh, you know, um, sellers taking it better when you have data to back up your ask.

Um, versus just just asking them, um, and drop the price here. Yeah, that’s right. Um, let me show you something again. Uh, there’s a different deal, uh, different city. No, the back land again, uh, uh, can you see my screen? Yes, I can. Uh, so this is a different deal. Um, so these guys. Once you have make adjustment, they’re making a 490, uh, they were asking 4.

9M, but I think there’s a huge gap or not a gap. I want to say, uh, they’re willing to go on there. Maybe like 4. 3 or 4. 5. Um, even that you think it’s too much right? The numbers wise. It really depends on what they are. If that is, and what the value for that property really is, and then, um, and then, of course, the big question of clientele, um, you know, do they have, do they have steady, um, you know, funnel of clients because you’re, you’re not just buying the business.

Of course, you’re buying their reference, you know, will you continue to be fed. Even I paid back the business. Yeah, one concern I have this business is I feel on the paper this is good, but I don’t know they have the management in place. I think the lady on the actual owner is doing so much work. That means I need to.

So I think healthcare there’s an administrator and executive right healthcare administrator at the executive. On those office office admin, right? So they don’t have any of these roles are playing right now. My, my, my, my instincts are to walk away if the owner is doing too much because you will be doing too much.

And what that means is it will it will take up your bandwidth and really tie you down, unless you want to get this one deal and stay with it. But. If the, if the owner is doing way too much, you, you will be doing way, way too much when you get started. I don’t care how much, how much transition time you have is still going to be rocky just a little bit.

Um, and so I wouldn’t, if you find that the owner, in fact, there’s this particular company I just finished evaluating. The owner was the, uh, director of nurses. He was the administrator and then he was and then he owned it right on top of that. He was the on call nurse. The idea is if you if you buy from this guy, you’re probably looking to feel for Rose.

I don’t care how much he says is making that by the time you hire all of those for people that money is done. That’s right. Yeah, that’s it. That is just food for thought. Typically, what I would do is ask the owner directly, you’re doing X, Y, and Z. Do you have anyone within your organization that we can promote up and who can take your place?

And I still have money left over, you know, sometimes internally they do. And, you know, sometimes I tell you, Oh, well, you should be able to handle it. Yeah. Okay. Yeah. That’s the difference between this deal and other detail. I feel those folks. I don’t know how much they budge the price, but they are in place all the people in there.

There’s office admin there, then healthcare executive there. So they are managing day. And there’s a person who is, uh, doing the scheduling. Um, even though it’s not a big facility, they have like a three different shifts running per day. So, um, and there’s two cooks running on the schedule. So just, uh, Keep on the timeframe, right?

So I just thought, I don’t know, maybe they were overstuffed, but I, I would rather like that rather than not enough stuffed. Yeah, I mean, okay. And let me say this, if you ever find a deal that you’re looking for a partnership, you’re looking for partnerships, call me, I’m happy to, I’m happy to partner on deals too.

Okay. Again, keep looking for deals that by the time you are done. Um, you don’t, you don’t end up being the owner and the manager and the guy who gets a ton of the life and that’s right. You do that. And it’s going to be a long road for the, you know, to recovery to your point. You definitely want to deal that has the management in place.

And, and, and you, you, you, you come in what you’re doing for the first six months is, is getting to understand who these managers are and how they work and not, not necessarily to take over their work, but to fine tune. If you will, what they, what they’re doing. And in some cases you find that they’re doing an excellent job.

And, and, and all you really need to do is. Maybe give the place some of your own flavor. If you’re looking to reposition it, advertise it better, maybe. Yeah. Okay. Yeah. I would love to do a deal with you. I’ll try. I’ll go through the deals. And if I find something, yep. I’ll I’ll message you. Yeah, definitely.

Yeah. Because you have exposure to on this thing. What is the end goal? Do you want to do more like a roll up kind of a thing and sell it on the later or? Okay. All right. Yes. Okay. Yes. Um, to me, to me, that’s what it did for me. It doesn’t matter what I start. I’m already thinking exit. Okay. If I’m going to go to the gym, I’m already saying, well, I probably should not 30 minutes and when I’m, I should do this, this, this, and I’m exiting this gym to go do something else.

Yeah. All right, definitely. Oh, same thing. I’ll, I’m looking at on different that allow me to, it doesn’t have to be on the same state, right? That’s no at all. No, it doesn’t have to. Why should it be? Uh, I mean, it, why is Walmart not only in California? Why do we have Walmart here in Texas? And then in, in, in, in, in Georgia, right?

So, yeah, yeah. No, I found a lot of deals, but I did not pursue because of these, the location. But, uh, if I’m getting a person who’s already been there, done that I’m confident enough. Okay. I can pull this thing off. That’s what it is. Uh, so that’s a good thing for the most part is find someone from within who is hungry to grow and give them that opportunity.

You know, we may have to lose 3% 4% of our profit to not lose but give to this individual on top of what they already making and they just own it and run with it. But it’s making sure that within the company you have you found that individual that person who is capable of doing that. And maybe you don’t find them inside of the company.

Maybe you get to hire someone. But before you do the deal, you would have identified who in that local place that can that can run that business as the as a manager and the go to person. Yeah, yeah, definitely. Definitely. Yeah. Okay. Thanks. Yeah. I’ll give you posted what’s happening. Uh, I’ll text you once in a while and tell you, Hey, there’s something happening.

So, well, absolutely. Um, I’m texting my number here so you can, so you can stay in touch. Okay. Definitely. Yeah, that’s good. There’s another member called, um, and I’ll push him again. His name was Devon dames. Uh, he’s in the same line of business and, uh, yeah. And hopefully I’ll be able to get the folks connected, but, uh, you know, he’s really deep in the, in the, in the same acquisition, uh, world.

The only thing is that he also takes more active role in, uh. He actually manages the Facebook ads for the, for the companies to get them more clients. And then he also does the full acquisitions as well. Uh, and he’s the best team. So I think that’ll be a good introduction. Um, so I’ll just keep it in the back of my head.

And I think we sent the email introduction out, but he just got surgery, um, recently. So I think he’s been kind of out of commission, but once he comes back, I think he’d be really, um, good to just have, uh, as a, as an introduction. Yeah.

Yeah, definitely. Yeah.

So, uh, thanks to Henry. Yep. Thank you. All right, Shama. It looks like it. Awesome. Appreciate it. All right. Bye everyone. Take care. Thanks. All right. Thank you very much, guys. I appreciate yours. Thank you.

All right, Kevin, just checking one more time to see if you’re still here. Yeah, yeah, I’m here. Um, I just, um, needed to, um, I guess I was gonna reach out to support about getting my, um, I have two, uh, assistants that need access, the VA assistants. So we can start. So, uh, there’s just two of them need access. I don’t know.

Do I share my account or do I set up a separate account for them? Yeah, yeah, sure. So then, um, yeah, the best way is just if you email the, send us the emails of the VAs and then we’ll give them full access. Some people, they have it so that they use their own account, but we don’t charge for any, uh, any VAs to use the account, so that’s fine.

And then they’ll have access to all the investor lists and everything. Okay. All right. Perfect. All right. So I’ll, I’ll, I’ll take care of that this evening and tomorrow and then, okay. I’ll just send an email over to support. Yeah, but please do. And how’s, uh, and everything else going and under any other things we can, uh, talk about as well.

Well, basically. I’m just still putting, putting everything to get for the, um, for the acquisition of the accounting firm.

Okay, good. I had the time to review the pitch deck and it was a good deck, but I just, um, I just had a few comments and then we, we made some updates, but, um, but yeah, it was a good deck. We just tweaked it based on the information you gave us. And there was just one question we had about the fit. I think the 54%.

So where, where did you have that? If we just put a logo of, um, You know, a reputable news source or something just for the credibility. And, you know, that’s like the only thing that’s missing other than that. I think it’s, I think it’s ready to go. Yeah. I, um, so, so being that concise and direct is what, what we, what you’re looking for, correct, that’s the best way to go with it.

Yeah. Just based on like in a different style. This is what we’ve seen from the email. So it’s in the feedback we got on our side. Okay. All right. Sounds great. So I’ll have more for you Wednesday. And I’ll get all the other stuff because I also just the profile pictures and stuff. Uh, I was going to adjust that and then also, um, the, uh, go, go high level.

I was going to get him to do like the investor, uh, website. Like you, you share it with me. That goes brave. I ain’t brave lying or something. Yeah, yeah. Yeah, brave, brave lion. M& A. And, um, but what we have is. So then on the link, on the link that we sent to you, uh, we have some templates that we can send you as well.

And then when they sign up for go high level, they can just like, it loads a certain template that has like, you know, an example that’s already going, uh, but yeah, but either, either or, um, you know, uh, the, the, the go high level, uh, templates and stuff, uh, how to create it, how, um, where do I go for that? Sure.

So on the. So I know we were doing on the instructions. You said you were going to update it on the instructions. Cause that would, the VAs, I’m going to have them follow those instructions that you gave. Exactly. So on the instructions, yeah, we updated it. And one of it is like, it tells, so 80% of it is tasked for the VA and then 20% is a task for you.

And then one of the tasks is to go to raise the comm slash go I level. And then that would take you to the, our referral page. And then you’ll get a templated a website. Uh, anyway, you know, and then, like, a 30 day trial to play with that software and whatever and so you’re going to use that template and then that’s like a good starts for people that want to set up their funds is just that initial template there

if that answers the question.

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Investor Strategy Call – July 18, 2023