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Your Active World Holdings Inc. (YAW)


Clearwater, Florida e-Commerce








An Open Platform for Online Registration & Events
 
Company Highlights:
  • All registered members can post Events
  • Revenues have grown 700% in three years
  • Existing clients:  Businesses, Government, Non-Profits and regular, everyday individuals with active life-styles

 
 
  
Business Overview:
 

Your Active World developed the most socially integrated, intuitive and cost-efficient Registration and Event Management platform. We have integrated conventional Online Registration & Event Management with a Town Hall and Community Master calendaring technology that we consider to be our roadmap to achieve growth.  We will be the go-to source to find any type of Event, offered by anyone in the Community and surrounding areas. It will be used by locals and visitors alike. YAW will be the Meta Search (like Kayak.com) and online community for various activities and events within specific geographic areas, which we have the flexibility to define.

We provide a fully integrated platform, cloud based and redundant, for Online Registration/Event Management; Facility/Staff Management; rentals/permits; Scheduler/League Manager.

We recently released Town Hall and Master Calendar features to the power registration and event management solution offered by YAW. These enhancements, coupled with providing our User’s a Personal Calendar to manage their events, is in our opinion, a socially integrated marketing and event search, register and logistics solution for various types of community activities—sports, church, charity, education, and more! Events that are attended by moms, dads, students, teachers, coaches, church member (Youth Ministry and events), fundraisers and more 

Revenue and Operating Cashflow Generation:
 

1. Recurring Event Registration Fees from Registrants
2. Recurring License Fees from Clients
3. Event Revenue from hosting our own Events or other third party events (non-Client events offered on our Clients’ sites). Affiliate programs for travel, etc.
4. Digital Content:
• Affiliate Programs (including advertising events of competitors)
• Sponsorships
• Local Events such as Garage sales, Estate sales…
• Conventional Ad opportunities- Advertisers love our demographics!

We are an aggregator of extremely targeted data > a network of people living an active lifestyle and/or friends/families following these people. The largest age group is females 38-50 (68%), with 2.5 average participants per family and an average transaction amount of $142.51.

Our revenues have grown 700% in three years:

2014 - $63,000;
2015 - $300,000;
2016 - Projected $450,000*+


*During 2016 YAW changed its pricing structure to an annual fee plus credit card fee.  Certain Clients will not use credit card processing. Therefore, to be consistent with revenue projections, YAW created an equivalent revenue analysis for 2016 which in its audited financial statements will be addressed by its accounting firm.


Why We are Different?

Many competitive advantages but unique: ease of use for Client & Registrant; integrated platform not just for online registration but the other modules listed above; focus on accounting, financial & marketing reports; Town Hall; Master/Client technology...


Our pricing is competitive but we do not use pricing as a reason to buy, anyone can match pricing. We focus on our technology to stand us apart.
  
Barriers to entry:
people like what they are used to, IF it meets their objectives with excellent customer support; our revenue share program; significantly integration into a community (we understand we may be replaced with a certain client but if we have other clients in a community, then having it all integrated into our master Calendar makes us difficult to replace and even more so to replicate).


Market- any entity offering Events requiring registration. We need one anchor tenant in a market (size not critical, we need a foot-hold and over time earn the majority of Event Management business in that market).

Social Networks Convergence: 
YAW’s online registration and event management software is driving convergence with our social networks beyond simply linking to Facebook, Twitter, Pinterest, etc.


There is no leader in this new space we target, thus the perceived opportunity. The competition for event and activity registration is focused on building solutions to accommodate more and more complex or vertical-specific events and activities. We support their offering by providing a calendar and marketing platform for their events. 

    
YAW’s Objectives 
  1. The Event App of Apps:  goal is to aggregate all people living an active life style, both those that visit our site to register or post their Events plus those registering for Events with our competitors. We hope our Event App can convert competitors to Clients.  We will enable their Events to be listed on our site for a fee and discount to help them sell out their Events.   We can become a business complement to competitors.

  1. Continue to improve our Pricing Power.  In the last twelve months, we went from charging a credit card processing fee only >to a cc fee plus $500/year> to cc fee plus $1200/year to cc fee plus a range based fee (size) of $1500-$3000/year. Businesses using just the Registration Calendar will start at $500.  We signed our first Client in this space (1/17). 

How will we do it? Can we scale it?

(1)  Our immediate goal is to get an anchor tenant in as many different communities as possible.

(2)  An anchor tenant may be a town rec department, a large church or a chamber of commerce or the Tourism Board (Visitors). It must be able to provide enough Activities on a Calendar so as to present reasonable activity for credibility purposes.

(3)  This results in a Client Calendar, which is the building block for a Community, or Master Calendar.

(4)  YAW generates a Master Calendar that includes these Activities plus any other activities someone is interested in placing on the Master Calendar.

(5)  The Master Calendar and the Client calendar has the same Town Hall (Community) page detail.

(6)  Town Hall is local news, local happenings, yard sale notices and other such features. 

(7)  On both Calendars we promote our Town Hall and Master Calendar.

(8)  We contract with Partners to sell advertising and sponsorship spots on the calendar(s) and manage the Town Hall page. Partners may be the person who currently sells the ads in the weekly church bulletin, the local sports newspaper or television show, or the Convention & Visitors Bureau.

(9)  We approach competitors to list their activities on our site with the concept we get a discount of 20% or more to help them close out events. This may be structured as simply a $10-25 fee for placing their Events on our Master Calendar within 1-3 weeks of the Event beginning. We then have a client through our competitor who may use YAW for events that are a more appropriately fit for YAW.

(10)   We leverage Google® search and incorporate the capability to search for Activities within a mile range (like the dropdown of 5-10-15-20-25-35-50 miles) from any zip code for specific events named in the search request within future dates. Essentially, we hope we can become what Kayak.com® [1] or Orbitz.com® is for travel for events — Meta Search for Events and Activities!

Meta Search for Events and Activities!
This becomes an APP once we have it on our web site. The APP becomes the Meta Search for b2c, and some b2b events and activities at the community level up.

(11)  We create and run marketing campaign to all our YAW members for emails, etc. — a true client partner building registration and attendance to the event.

YAW's Clients:


Elevate, Inc.

The Long Beach Island Foundation

Marple Newtown Recreation

Lacey Township

Woolwich Township

Lee County Recreation




Testimonials From our Clients

 "Your Active World has provided unlimited administrative support to our agency, not only during our transition period, but in the weeks and months that followed. The team is professional, reliable, and very easy to work with." 
- Rich
Ehnow (Marple Newtown Recreation Director) 

"I love their Rental module, as well as, ability to create teams. Simple to use with a very short learning curve. Always available when I have a question!"
- Thaddeus Dickey II (Lee County Recreation Director)

"Great program, intuitive and most importantly, easy to use"
- Jim Wioland (Lacey Township Recreation Director)

"We had no online registration system and within 12 months our Community loves it."
- Jessica Lezcano (City of Passaic Recreation Director)

"With support and enhancements, YAW is the best. They have made our registrations and accounting so much easier!!"
- Rick Bushnell (Long Beach Island Foundation President)

Town Hall and Master Calendar are now part of the power registration and event management solution offered by YAW. That, coupled with the Client Calendar completes the vision of Your Active World to provide a powerful marketing and event search, register and logistics solution for all types of community activities—sports, church, charity, education, and more! Events that are attended by moms, dads, students, teachers, coaches, church member (Youth Ministry and events), fundraisers and more.

YAW’s Team

We have a strong management team with deep industry knowledge and previous success. Our Co-founder, John Bambach merged b-there.com, and its patented Event Registration System, into StarCite in 2002, creating what would later become the giant in the b2b meetings solution software space. It is now part of Vista’s giant software business along with cVent. Our Founders have years of experience in sports management, software development and managing turnarounds. With strong sales, business development and marketing talent, coupled with the founder’s strong customer support, product development and financial strengths.

Startup of the Year Award- 1995 > In 1992, Cable Labs published the RFP for converting cable advertising from analog to digital ad insertion, John recognized that the existing analogue companies (2) were not capable of developing such a sophisticated platform. John started AdVision that pioneered the development of real-time ad insertion software – which he sold in 1999 to SkyConnect and nCube, the latter a Larry Ellison company.

John Bambach Jr.
Co-Founder &
Strategic Advisor
Elizabeth Bambach
Co-Founder &
President

Peggy Lee
Chairman of Senior Advisor Group
Jim McDonough
CFO
 
Nils Stuart
CTO
 
Jim Damm
Lead Developer
 
Business Strategy


Your Active World is looking to change the way activities events are managed and capture the ever-growing event management software market.

COMPANY SYNOPSIS

Your Active World is looking to change the way activities events are managed around the globe. This change will bring about a positive impact for both the event management organizations and the end users – or those who attend said events. The latter is where YAW really separates itself from the pack. YAW designed its software as a very userfriendly platform that can be integrated by any organization to make Event Registration infinitely easier for attendees.

Event logistics and operations have never been easier than with YAW. The software’s easyto- use tools help with managing of staff, equipment, rentals, facilities, and promotions, regardless of size. Organizers and planners can work from the office, or on site via their mobile devices – allowing for up-to-the-minute management. This optimized efficiency allows for a much less expensive process overall – which leads to a greater frequency of events and more revenues. Add in the advertising benefits that come with YAW’s active and consumer- friendly demographic and you have a win for everyone involved.

The web based platform is fully mobile responsive, giving clients and users the best of both worlds. Data is stored in the Cloud, which allows YAW to quickly set up clients while providing continuous data protection and backup redundancy. They easily import client data and seamlessly integrate the clients’ system into the YAW network. Outstanding customer support is at the client’s beck and call – as are flexible pricing and advertising options that will keep your bank accounts full. Please see the next section for more of YAW’s groundbreaking features and benefits.

Why Your Active World? 

Although technological applications continue to transform the way the world works, many industries are still stuck in “the old way of doing business.” There are multiple reasons for this – ranging from inadequate infrastructure to leadership that refuses to adapt – but the fact remains that those consumed with traditional methods probably are not optimizing their business’s efficiency. This is a significant problem in the world of event management, where money, time, and organization are at a premium for smaller operations like Parks and Recreation departments.

Your Active World (YAW) is an online registration and event management platform. Their unique software makes management a lot easier for those who organize events, and for the events’ Registrants – the ones who pay for events. That is the focus of the YAW team – to simplify the logistical side of the event management process so the end users can focus on having fun. The platform also provides a litany of behind-the-scenes benefits to the event managers themselves, while also giving advertisers first-hand access to a deep pool of their targeted consumers.

The Market Opportunity
The event management marketplace is valued well over $1 billion, and as we recover from a recession and get back to discretionary spending, it is showing significant upside. It is also extremely fragmented with a number of smaller players and a few dominant players.

Analysis of one market segment to demonstrate potential: there are approximately 12,000 Parks and Recreation departments in the United States. Most do not offer an Online Registration and Event Management platform, and are stuck with traditional methods that hamper efficiency. These traditional methods include mailing a check, calling in, going to a physical office, or registering in person the day of the event. These options are risky and limiting, and are all eliminated with YAW’s easy-to-use platform. Other related markets include: Foundations; Religious Organizations: Home Owner Associations; Camps; AAU; Boys & Girls Clubs of America; YMCA; Commercial Recreation; Military Recreation; Universities; and Intramural, Clubs and Athletic programs.

BUSINESS AND REVENUE MODELS

Your Active World is building a recurring payment model in a fragmented market. The driver is the convergence of digital advertising and event management. The business model works and the team has the knowledge and skills to follow through with a well-executed delivery. A very significant revenue stream not built into the model will be building our own credit card payment portal or having leverage to negotiate a better deal than current once we get to $3 million in cc revenues.

The three primary revenue drivers for the company are: 
Event licensing fees:
A staple across the competitive landscape, YAW’s clients will pay fees based on the registrations they receive for a given event. This will come in the form of either a per transaction fee or a monthly fee. 

Offering its own Events and other third party events
Another unique and very significant revenue source is YAW’s capability to offer its own Event content or post Events from third parties in the community. Critical to note, is that everyone who registers for an Event becomes a member of YAW that allows us to offer Event content directly to him or her along with our Client’s content. 

Digital advertising content & Affiliate Programs
This is the primary revenue driver for YAW. The company will sell space on its various pages – including event profiles and the Town Hall – to the many advertising partners that fit the end user demographic. Clients can benefit, too, as they will also receive a cut of ad revenues based mainly on how popular their events become.

YAW will earn revenues from event licensing but YAW has kept its cost low. Digital media, social marketing and social integration is a cornerstone of YAW’s unique business model. Competitors, on the other hand, rely almost solely on event licensing fees and other registration-based revenues that take away from customers.


Marketing Strategy


It is no secret that the most recent recession put a significant damper on the events industry. However, as we continue to recover from it, and discretionary spending returns, businesses and organizations are returning to hosting events of all sizes – from small recreational sports events to large charity festivals. These events serve to enhance an organization’s brand, image, sales figures, company culture, or provide the priceless value of giving back to the community.

There are numerous potential client segments that rely on events to drive their businesses, which include:
• Parks and Recreation departments (initial target market);
• Foundations;
• Not for Profits;
• Churches;
• Community organizations (e.g. YMCA, AAU);
• Universities;
• Independent event planners;
• Mid-to-large sized event businesses.

Regardless of which group a potential YAW client falls into, they possess a number of similarities. The typical customer that will make the purchase is an event management professional who holds a management or executive position within their organization. They are highly concerned with improving the logistical efficiency of their events and offering the best experience for attendees; however, their organizations are financially conscious so they are also concerned with cost. Many of the purchasers may represent a younger generation who is highly acceptable of tech-related event solutions. They are open to trying any solution that can help make their lives easier in terms of event registration, event management, facility and staff, and league management.

Amongst the target markets listed, Parks and Recreation departments are the primary and will have priority with early marketing efforts. There are at least 12,000 to choose from in the US alone – all with varying needs but an underlying goal to make things more efficient.

To secure market share, YAW is focusing on conference marketing at the outset. They will attend a variety of event-related conferences in key states to initially penetrate the markets, and then support this with a local personal sales force and a digital marketing strategy. SEM, SMM, and most importantly SEO are the key elements of this strong, wide-reaching digital marketing plan. 


Operational Plan


At the top of Your Active World’s list of grand goals is to change online registration and event management by bringing the focus to the Registrant coupled with no need for exclusive agreements with parties who offer Events for registration. One of our to be applied for patents, we believe will ultimately do away with the need to have to register for a Community Event on one site. Like everything else Internet, it should be an open platform. 

The platform is optimized.
Version 4.2 the latest major release, was complete and active 

Launch engagement set
YAW spoke at the Florida Recreation & Park Annual Conference. This was a significant marketing opportunity where YAW addressed the attendees on the “Convergence of Online Registration / Event Management and our Social Networks. YAW spoke to the benefits it offers for Community-centric social networks versus the global social networks, which is not a Community-centric inclusive approach. Response was very positive and adds to YAW’s pipeline. YAW is interviewing various telemarketers to assist it in contacting over 1300 leads. Many of these communities indicate they are planning to evaluate new proposals over the next 18 months. 

Intellectual Property
YAW’s calendar feature is protected as patent pending.

The power of testimonials 
All of YAW’s current customers will provide testimonials. The team knows nothing speaks to potential customers like others’ success stories.


SWOT Analysis



 			

Human Resources



 			

Social Responsibility



 			

Future Plans



 			

Financial Year Dec-2015
Revenue $290,563
Cost of Good Sold $280,796
Taxes Paid $0
Net Income ($96,245)
Total Assets $195,985
Cash & Cash Equivalents $0
Accounts Receivable $0
Total Liabilities $180,742
Short-term Debt $0
Long-term Debt $0

Dividend Policy
It is the policy of the Board of Directors of Your Active World Holdings Inc (the Company), in recommending dividends, to allow Shareholders to participate in the Company’s profits and for the Company to retain adequate reserves for future growth. The Company’s ability to pay dividends will depend upon, among other things, the Company’s current and future operations, liquidity position and capital requirements. 
April 2017
YEAR OVER YEAR 1ST QTR 2017 - REGISTRATIONS ARE UP 16%

Registrations for the first 3 months of 2017 are up 16% over the comparable period in 2016.
February 2017
Your Active World Milestone- first ever EXPRESS REGISTRATION deal

Less than 1 month after its release, Your Active World announces a multi-year agreement with Elevate Inc., a Florida based based strategic business development consulting firm.
February 2017
Your Active World- contract extensions

Your Active World inks multi-year extensions with its Clients whose contracts were expiring this year: Marple Newtown, Lacey Twp, Passaic City and Lee County
January 2017
Your Active World latest release targets New Market Opportunities

With today's release of "EXPRESS REGISTRATION", Your Active World targets the Business Community, a new market it has not sold to previously. The corporate market outspends all other Event venues and YAW is very excited to be able to participate in this market segment.
October 2016
Your Active World signs agreement with Woolwhich Township, NJ

Your Active World and Woolwhich Township New Jersey enter into a Services Agreement to launch Online Registration and Event Management Platform in late spring 2017.
July 2016
Incorporation of Your Active World Holdings Inc.

YAWH was formed to explore acquisition opportunities related to Online Registration, Event Management and similar businesses. Your Active World LLC is a wholly owned subsidiary of YAWH. As discussed in our offering documentation, this industry has many small companies and may be ripe for acquisitions, similar to the cable television market was in 1980 through 2000
June 2016
Your Active Worldsigns Agreement with the City of Trenton, NJ

YAW will provide the City of Trenton (NJ) with its online registration and event management system. Critical to winning this contract, YAW is rolling out its new module for issuance and management of ID cards.
May 2016
Your Active World releases new module- ID Trust

ID Trust allows YAW's Clients the ability to issue, track and scan ID Cards, FOBS and other such devices.
September 2013
Incorporation of Your Active World LLC in Florida.

Your Active World LLC was incorporated in Florida.
Risk Factors

The purchase of shares of our common stock involves substantial risks. Each prospective investor should carefully consider the following risk factors, in addition to any other risks associated with this investment, and should consult with his own legal and financial advisors.
 
Cautionary Statement
 
The discussions and information in this Offering Circular may contain both historical and forward-looking statements. To the extent that the Offering Circular contains forward-looking statements regarding the financial condition, operating results, business prospects, or any other aspect of our business, please be advised that our actual financial condition, operating results, and business performance may differ materially from that projected or estimated by us in forward-looking statements. We have attempted to identify, in context, certain of the factors we currently believe may cause actual future experience and results to differ from our current expectations. The differences may be caused by a variety of factors, including but not limited to adverse economic conditions, lack of market acceptance of our products, unrecoverable losses from theft, intense competition, including entry of new competitors, falling demand for our products, adverse federal, state, and local government regulation, reduction of consumer demand, unexpected costs and operating deficits, lower sales and revenues than forecast, default on leases or other indebtedness, loss of suppliers, loss of supply, loss of distribution and service contracts, price increases for capital, supplies and materials, inadequate capital, inability to raise capital or financing, failure to obtain customers, loss of customers and failure to obtain new customers, the risk of litigation and administrative proceedings involving us or our employees, loss of government licenses and permits or failure to obtain them, higher than anticipated labor costs, the possible acquisition of new businesses or products that result in operating losses or that do not perform as anticipated, resulting in unanticipated losses, the possible fluctuation and volatility of our operating results and financial condition, adverse publicity and news coverage, inability to carry out marketing and sales plans, loss of key executives, changes in interest rates, inflationary factors, and other specific risks that may be alluded to in this Offering Circular or in other reports issued us or third party publishers.
  
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.
 
In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.
 
The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.
 
These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

 
   
Risks Related to Business

 
We have a limited operating history, which makes it difficult to accurately evaluate our business prospects. Our limited operating history makes it difficult to evaluate our business and prospects. We were originally started in 2013 and have operated our event management services for only three years. As a result, we have only limited historical financial data upon which to predict our future operating results. In addition, the business of providing event management services to the participatory sports and activities industry is relatively new and unproven. You must consider our business and prospects in light of the risks and uncertainties we will continue to encounter as a company with an unproven business model. These risks and uncertainties include those risks disclosed throughout this Risk Factors section. Any failure to address these risks and uncertainties successfully would seriously harm our business and prospects.
     
We have a limited operating history and have yet to earn a profit because we have earned relatively little revenue, which makes it difficult to accurately evaluate our business prospects.
   
Your Active World, LLC (“the LLC”), our predecessor company, was formed under the laws of Florida on September 25, 2013. Your Active World Holdings, Inc. was incorporated under the laws of Florida on July 25, 2016. Your Active World, LLC, which was owned by Bambach Enterprises, became a wholly owned subsidiary of the new company in exchange for new company stock. YAW provides Online Registration & Event Management software to various business entities individuals, governments, non-profit organizations, clubs, schools, and other entities that offer and/or wish to offer paid Events in an Online Marketplace.
   
We incurred a net loss (including the LLC) of approximately $96,245 for fiscal year 2015 and incurred a net loss of approximately $81,788 for fiscal year 2014. We have had cumulative net losses since our inception. Currently our liabilities exceed our assets. We believe that we may continue to incur operating and net losses. If we are to ever achieve consistent profitability it will be dependent upon growth in our sales, and the successful development, commercial introduction, and acceptance of our products, which may not occur.
 
Because we will incur the costs and expenses from these efforts before we receive any incremental revenues with respect thereto, our losses in future periods will be significantly greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in increases in our revenues, which would further increase our losses.
 
Customer complaints regarding our services could hurt our business. From time to time, we may receive complaints from customers regarding the quality of services purchased from us. In the past we have not received such complaints. However, that is no guarantee that we will not experience complaints regarding our services. Any resulting litigation could be costly for us, divert management attention, and could result in increased costs of doing business, or otherwise have a material adverse effect on our business, results of operations, and financial condition. Any negative publicity generated as a result of customer frustration with our products or services, or with our websites, could damage our reputation and diminish the value of our brand name, which could have a material adverse effect on our business, results of operations, and financial condition.
 
We have an unproven business model, which may make it difficult for you to evaluate our business and prospects. We will derive our revenue primarily from simplified event planning, both individual consumers and businesses, inside and outside of the United States. Our business strategy may be unsuccessful. Our business and prospects are difficult to evaluate and must be considered in light of the risks and uncertainties often experienced by companies in the early stages of development. Some of these risks and uncertainties relate to our ability to do the following:

‧ maintain and strengthen our relationships with customers;
‧ augment and improve marketing channels to attract customers to use our products;
‧ improve our operational, financial and management controls and reporting systems and procedures;
‧ identify gaps in the our industry that can be exploited;
‧ respond effectively to competition;
‧ increase profit margins; and
‧ respond to government regulations relating to our industry and other aspects of our business.

If we are unable to do any of these successfully, our business and operations could be materially adversely affected.

We have an unproven business model, which may make it difficult for you to evaluate our business and prospects. We will derive our revenue primarily from simplified event planning, both individual consumers and businesses, inside and outside of the United States. Our business strategy may be unsuccessful. Our business and prospects are difficult to evaluate and must be considered in light of the risks and uncertainties often experienced by companies in the early stages of development. Some of these risks and uncertainties relate to our ability to do the following:

‧ maintain and strengthen our relationships with customers;
‧ augment and improve marketing channels to attract customers to use our products;
‧ improve our operational, financial and management controls and reporting systems and procedures;
‧ identify gaps in the our industry that can be exploited;
‧ respond effectively to competition; and
‧ respond to government regulations relating to our industry and other aspects of our business.
If we are unable to do any of these successfully, our business and operations could be materially adversely affected.
 
Event organizers, park and recreation department administrators, and league administrators may not widely adopt application services such as ours to manage important aspects of their businesses, which would cause our revenues to decline. If demand for and market acceptance of application services for the participatory sports and activities industry does not grow, our ability to grow our business will be adversely affected. Application services for managing important aspects of participatory sports and activities are relatively new and have not been widely adopted by event organizers, park and recreation department administrators, or league administrators. A market for application services such as ours for the sports and activities industry may not continue to develop and grow. Participatory sports and activities organizers who have already invested substantial resources in other registration methods may be reluctant to adopt a new approach like ours to supplement or replace their existing systems or methods. In addition, concerns about fraud, privacy, security, reliability and other issues may cause participatory sports and activities organizers not to adopt application services for managing important aspects of their business, including participant registrations. If event organizers, park and recreation department administrators, and league administrators do not widely adopt application services such as ours for managing aspects of their businesses, this will materially and adversely affect our business, operating results, financial condition and prospects.
 
Our businesses could be negatively affected by changes in Internet search engine algorithms and dynamics, or search engine disintermediation. Search engines, including Google, frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our partners, or if competitive dynamics impact the cost or effectiveness of SEO or SEM in a negative manner, our business and financial performance would be adversely affected, potentially to a material extent. Furthermore, our failure to successfully manage our SEO and SEM strategies could result in a substantial decrease in traffic to our websites, as well as increased costs if we were to replace free traffic with paid traffic.
 
If we are unable to continue to increase visitors to our website and to cost-effectively convert these visitors into repeat users or contributors, our revenue could decline. The primary asset that we use to attract visitors to our website and convert these visitors into repeat users is our ability to provide an enjoyable event organizing experience that meets users’ particular interests and enables them to use the content and interact with their peers. There can be no assurances that we will continue to obtain content in a cost-effective manner or in a manner that meets rapidly changing consumer demand. Any failure to obtain and manage such content in a manner that will engage users, or a failure to provide content and products that are perceived as useful, reliable and trustworthy.

There is no assurance that any of our research and development activities will result in any further proprietary technology. As discussed, we plan to continue to develop new proprietary services for the event management industry. The development efforts for these services may fail to result in any commercial technology, products or services, or any proprietary or patentable technology. The technology may not work, competitors may develop and sell superior services performing the same function, or industry participants may not accept or desire those services. We may not be able to protect our proprietary rights, if any, from infringement or theft by third parties. We may have inadequate capital to successfully execute this aspect of our business plan.

Additional Financing may not be available. We cannot assure that we will earn net profits. Bambach Enterprises, a related and affiliated party, has provided funding of $550,000 in the past, but there is no assurance that it will provide funding in the future. We cannot assure that we will be able to raise capital in this placement of common stock, or that we will have sufficient capital to fund our business operations. We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us.

We may not be able to successfully compete against companies with substantially greater resources. Some of our competitors are much larger companies than us and better capitalized. They could choose to use their greater resources to finance their continued participation and penetration of this market, which may hamper our ability to generate sufficient revenue to cover our costs. Their better financial resources could allow them to significantly out spend us on research and development, as well as marketing and production. We might not be able to maintain our ability to compete in this circumstance

There can be no assurance that the Company’s products or services, existing or to be developed, will be more effective, innovative, or achieve greater market acceptance than competitive products or services, or that our competitors will not succeed in developing products, services and technologies that are more effective than those owned by or being used by us or that would render our products, services and technologies less competitive or obsolete.

Our business is subject to various government regulations. The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or an insufficient or ineffective response to significant regulatory or public policy issues, could increase our cost structure, operational efficiencies and talent availability, and therefore have an adverse effect on our results of operations. Failure to comply (whether actual or perceived) with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, negative publicity, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. Compliance with these laws and regulations and any changes thereto can be costly and can increase our exposure to litigation or governmental investigations or proceedings.
 
We are also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. We are not currently subject to direct federal, state or local regulation, or laws or regulations applicable to access to or commerce on the Internet, other than regulations applicable to businesses generally. It is possible that a number of laws and regulations may be adopted with respect to the Internet or other online services covering issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. In addition, applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy is uncertain. The vast majority of such laws was adopted prior to the advent of the Internet and, as a result, do not contemplate or address the unique issues of the Internet and related technologies. We cannot assure that any state will not attempt to impose additional regulations upon us in the future or that such imposition will not have a material adverse effect on our business, results of operations, and financial condition. Several states have also proposed legislation that would limit the uses of personal user information gathered online or require online services to establish privacy policies. Changes to existing laws or the passage of new laws intended to address these issues, including some recently proposed changes, could create uncertainty in the marketplace that could reduce demand for our services or increase the cost of doing business as a result of litigation costs or increased service delivery costs, or could in some other manner have a material adverse effect on our business, results of operations, and financial condition. In addition, because our services are expected to be accessible worldwide, and we expect to eventually facilitate sales of services to users worldwide, other jurisdictions may claim that we are required to qualify to do business as a foreign corporation in a particular state or foreign country. We are qualified to do business in one state in the United States, and our failure to qualify as a foreign corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify, and could result in our inability to enforce contracts in such jurisdictions. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations, and financial condition.
 
We cannot assure that we will earn a profit or that our services will be accepted by consumers.
Our operating performance will be heavily dependent on whether or not we are able to earn a profit on the sale of our services. We cannot assure that we will be successful or earn any revenue or profit, or that investors will not lose their entire investment.
 
We may not have adequate capital to fund our business. We will have limited capital available to us, to the extent that we raise capital from this offering. If our entire original capital is fully expended and additional costs cannot be funded from borrowings or capital from other sources, then our financial condition, results of operations, and business performance would be materially adversely affected. We cannot assure that we will have adequate capital to conduct our business.
 
We may incur uninsured losses. Although we maintain modest theft, casualty, liability, and property insurance coverage, along with workmen’s compensation and related insurance, we cannot assure that we will not incur uninsured liabilities and losses as a result of the conduct of our business. Should uninsured losses occur, the holders of our common stock could lose their invested capital.
 
Like most purveyors of commercial services, and companies that raise capital, we will be subject to potential litigation. As a purveyor of commercial services, and a company that raises capital, we will be exposed to the risk of litigation for a variety of reasons, including employee lawsuits, commercial contract disputes, government enforcement actions, shareholder and investor lawsuits, and other legal proceedings. We cannot assure that future litigation in which we may become involved will not have a material adverse effect on our financial condition, operating results, business performance, and business reputation.
 
We cannot assure that we will have the resources to repay all of our liabilities in the future. We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We may utilize purchase order financing from third party lenders when we are supplying or distributing goods, which would increase our costs and the risks that we may incur a default, which would harm our business reputation and financial condition. We cannot assure that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.
 
We may incur cost overruns in the development, production and distribution of our various products. Management is not obligated to contribute capital to us. Unanticipated costs may force us to obtain additional capital or financing from other sources, or may cause us to lose our entire investment in us if we are unable to obtain the additional funds necessary to implement our business plan. We cannot assure that we will be able to obtain sufficient capital to successfully continue to implement our business plan. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of the shareholders’ investment in us is diminished.

If we are unable to pay for material and services timely, we could be subject to liens. If we fail to pay for materials and services for our business on a timely basis, our assets could be subject to liens. We may also be subject to bank liens in the event that we default on loans from banks, if any.
 
Directors and officers have limited liability. Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Florida law. If we were called upon to perform under our indemnification agreement, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.
 
If we were to lose the services of our key personnel, we may not be able to execute our business strategy. Our success is substantially dependent on the performance of our executive officers and key employees. The loss of any of our officers or directors would have a material adverse impact on us. We will generally be dependent upon Elizabeth Bambach for the direction, management and daily supervision of our operations. See “MANAGEMENT.”
 
If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively. Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, our future success will depend in large part on our ability to retain key consultants and advisors. We cannot assure that any skilled individuals will agree to become an employee, consultant, or independent contractor of Your Active World Holdings, Inc. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.
  
The consideration being paid to our management was not based on arm’s length negotiation. The common stock and cash consideration paid or being paid by us to our management have not been determined based on arm’s length negotiation. While management believes that the consideration is fair for the work being performed, we cannot assure that the consideration to management reflects the true market value of its services.

Our bylaws may be amended by our board and our articles and bylaws may be amended by a majority vote of our shareholders. Under Florida Corporations Law, a corporation’s articles of incorporation may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote, and a majority of the outstanding shares of each class entitled to vote as a class, unless the certificate requires the vote of a larger percentage of shares. Our Articles of Incorporation, as amended, do not require the vote of a larger percentage of shares. As permitted under the Florida Corporations Law, our bylaws give our board of directors the power to adopt, amend, or repeal our bylaws. Our shareholders entitled to vote have concurrent power to adopt, amend, or repeal our bylaws.
 

Risks Related to the Offering

We determined the price of the shares arbitrarily. The offering price of the shares of common stock has been determined by management, and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value. We cannot assure that price of the shares is the fair market value of the shares or that investors will earn any profit on them.

Risks Related to the Common Stock

There is no minimum capitalization required in this offering. We cannot assure that all or a significant number of shares of common stock will be sold in this offering. Investors’ subscription funds will be used by us as soon as they are received, and no refunds will be given if an inadequate amount of money is raised from this offering to enable us to conduct our business. Although Bambach Enterprises LLC (“Bambach Enterprises”), an affiliate of the Company, has largely funded our operations to date, management has no obligation to purchase shares of common stock. If we raise less than the entire amount that we are seeking in the offering, then we may not have sufficient capital to meet our operating requirements. We cannot assure that we could obtain additional financing or capital from any source, or that such financing or capital would be available to us on terms acceptable to us. Under such circumstances, investors in our common stock could lose their investment in us. Furthermore, investors who subscribe for shares in the earlier stages of the offering will assume a greater risk than investors who subscribe for shares later in the offering as subscriptions approach the maximum amount.
 

Risks Related to Our Common Stock

If we issue additional shares of our stock, shareholders may experience dilution in their ownership of us. We are authorized to issue up to 20,000,000 shares of common stock, par value $0.001 per share. We have the right to raise additional capital or incur borrowings from third parties to finance our business. Our board of directors has the authority, without the consent of any of our stockholders, to cause us to issue more shares of our common stock and preferred stock. Consequently, shareholders may experience more dilution in their ownership of us in the future. Our board of directors and their family member shareholders have the power to amend our certificate of incorporation in order to effect forward and reverse stock splits, recapitalizations, and similar transactions without the consent of our other shareholders. We may also issue net profits interests in Your Active World Holdings, Inc. The issuance of additional shares of capital stock or net profits interests by us would dilute shareholders’ ownership in us. Further, Bambach Enterprises has, through its ownership of the Class A Preferred Stock, has the right, to convert its stock once their is a trading market for the stock of YAWH

We cannot assure that we will pay dividends. We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing its capital base and marketing. Prospective investors seeking or needing dividend income or liquidity should therefore not purchase shares of our common stock. We cannot assure that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.

Our principal shareholders own voting control of Your Active World Holdings, Inc. Our current officers, directors, founders and principal shareholders and their affiliates currently own a total of 2,092,500 shares of our common stock or approximately 87.25% of the total issued and outstanding capital stock of the Company. Our principal shareholders will own approximately 55.84% of the outstanding votes assuming that 1,350,000 shares of common stock are issued pursuant to this offering. These shareholders are able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of all of our shareholders.

You can’t easily resell the securities. There are restrictions on how you can resell your securities for the next year. More importantly, there is no market for these securities, and there might never be one. It’s unlikely that the company will ever go public or get acquired by a bigger company. That means the money you paid for these securities could be tied up for a long time.

We cannot assure that a public trading market for our common stock will ever be established. At present, there is no active trading market for our securities, and we cannot assure that a trading market will develop. Our common stock has no trading symbol. In order to obtain a trading symbol and authorization to have our common stock trade publicly, we must file an application on Form 211 with, and receive the approval by, the Financial Industry Regulatory Authority (“FINRA”), of which there is no assurance, before active trading of our common stock could commence. If our shares of common stock ever publicly trade, they may be relegated to the OTC Pink Sheets. The OTC Pink Sheets provide significantly less liquidity than FINRA’s automated quotation system, or the NASDAQ Stock Market. Prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of common stock may be unable to resell their securities at or near their original price or at any price.

Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

Our common stock would be subject to the “Penny Stock” rules of the Securities and Exchange Commission if it were publicly traded and may be difficult to sell. Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks and that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination and that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse. Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

  • control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
  • manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
  • boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;
  • excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and
  • the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our shares of common stock. The occurrence of these patterns or practices could increase the volatility of our share price.



Important:

The securities offered by the issuer here are private placements. You should read the followings before investing in these securities:

Investor Alert: Advertising for Unregistered Securities Offerings (by SEC)

Private Placements - Evaluate the Risks before Placing Them in Your Portfolio (by FINRA)

Informed Investor Advisory: Private Placement Offerings (by NASAA)

More Questions & Answsers (
)
Note:

The information provided is a summary only. Please review the full offering documents (Form C) for a full description of the company and offering.

You can cancel an investment commitment until 48 hours prior to the offering deadline.

$400


0.4% of target $100,000

3 investors



to go
Funding Target $100,000
Maximum Target $1,000,000
Pre-money Valuation $5,000,000
Equity Offered 1.96% - 16.67%
Securities Type Common Stock
Regulation Regulation CF
Closing Date 31 Dec 2017
Share Price $1.00
Shares Offered

100,000 - 1,000,000
Shares Issued After Offering

5,100,000 - 6,000,000

Corporate Profile:
Company Name
Your Active World Holdings Inc.
Jurisdiction of Incorporation
Florida
Date of Incorporation
2016-07-25
Telephone
610-574-1127
Address
735 Island Way Clearwater Beach
Clearwater
Florida 33767
USA
URL
Industry
e-Commerce
No. of Employees
7
Funding Purpose:

We plan to use the net proceeds from this offering for general corporate purposes, including the expansion of our sales and marketing staff, and to fund the development of additional application services functionality and features. In addition, we may use a portion of the net proceeds to acquire or invest in complementary businesses, or services or to obtain the right to use related technologies.

The detailed use of proceeds is described in our Form C

Major shareholders:



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