ADEALLYTMAdeally is an immersive entertainment shopping experience, featuring gaming mechanics, crowd sourcing and brilliantly honest deals.COMPANY OVERVIEWStatement of Purpose | excerpt from BUSINESS PLAN - adeal.ly/NjuDP Password: GarfieldADEALLY, LLC (Adeally), an Ohio Limited Liability Company (LLC) established in 2014, is an online retail and auction services company that will serve customers across the United States with deals on consumer electronics, appliances, outdoor gear, mining equipment, precious metals and gift cards. The Company is seeking investment capital in the amount of $2,325,000 in exchange for a 30% equity position in Adeally. Equity share offerings will be sold in stages and the working capital raised will allow the Company to hire key personnel and consultants in preparation for a late August 2014 launch date of
adeally.com.
Mission StatementAdeally engages customers within an immersive online retail environment. By layering gaming mechanics together with crowd sourcing, social engagement and deep discounts we are creating the ultimate fun, exciting and risk-free shopping experience that we believe is the future of online commerce. Designed with a joint auction platform and conventional ecommerce platform, customers will be able to buy the hottest new products, comment about auctions in real-time, enjoy free shipping, earn rewards, compete against other bargain hunters and potentially walk away with up to 98% savings over retail prices.
Business IntroductionAt the heart of Adeally is an ecommerce company selling most products at wholesale prices in combination with listing the same products in auctions at starting prices far below wholesale prices. Customers shopping on
adeally.com have opportunities every day to save up to 98% off retail prices. A unique aspect of our auction platform is it socially engages customers to “crowd source” deals. When bids are placed from multiple bidders the savings increases exponentially.
The Company will carry zero (0%) inventory, instead relying on our network of distributors to provide fulfillment services. Over 50% of our products will be sourced from wholesale distributors, 20% will be provided by our B2B partners and the remaining 30% will be our bid packages known as Play Packs. Adeally provides free shipping for every product we sell and offers continuous ways to earn free bids and rewards for constant non-stop bargain hunting and plenty of reasons to continue coming back again and again.
Great lengths have been taken in this Business Plan to create a phased growth plan that factors in numerous parameters presented in this document. Months of research and planning took place before any numbers were even generated. Our key was to stay consistent and create a robust set of tools along the way that interact with each other and provide a logical projection of unknown future events.
OFFERING SUMMARY | excerpt from PROSPECTUS - adeal.ly/NOnhi Password: UlyssesThe Issuer Adeally, LLC
Securities being offered Up to 300,000 equity shares. Our equity shares are described in further detail in the section of the prospectus titled “Description of Securities – Equity Shares.”
Per Share Price 0.00685BTC ~$3.33
Un-Regulated Market There is no regulated market for our equity shares. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if the listing exchange (Counterparty) gets taken offline. The absence of a public market for our stock could make it difficult to sell your shares. If in the future a regulated public market does exist for our securities, it is likely to be highly illiquid and sporadic.
Upon successful completion of this funding round, Adeally will seek to file Form 15c211 with FINRA for listing approval on the OTC Link. The ticker symbol the company will request will be: DEAL Duration of Offering This offering will terminate upon the earlier to occur of (i) 180 days after this registration statement becomes effective with the Securities and Exchange Commission, and (ii) the date on which all 300,000 shares registered hereunder have been sold; provided, however, that we may, at our discretion, extend the offering for an additional 90 days. In the event that we extend the offering an additional 90 days, we will notify investors by filing a post-effective amendment to our registration statement.
Number of Shares Outstanding Before the OfferingThere are 1,400,000 shares of equity issued and outstanding as of the date of the prospectus. Our sole officer and director, Mr. Paul Schmitzer, owns an aggregate of 100% of the equity shares of our company.
Total Number of Shares Outstanding After the OfferingThere will be 1,700,000 shares of equity issued and outstanding upon 100% completion of the offering. Upon a successful completion, all corporate officers and directors will own an aggregate of 85% of the issued equity shares. Ultimately, this offering is the seed round of a 3 round series seeking to secure a total of $2,325,000 for a 30% aggregate equity share in the Company.
Listing FeesWe estimate our total costs relating to the registration of the securities offered herein shall be approximately $10,000.
Distribution of Offered Shares This offering will be listed out on a private exchange (Counterparty) providing issuer backing in Bitcoin. No registered broker dealer will be involved in the distribution of the equity shares made available in this offering.
Net Proceeds to the CompanyThe Company is offering 300,000 shares of equity, at an offering price of $3.33 per share, for potential gross proceeds to the Company of $1,000,000 and potential net proceeds of $990,000. The full subscription price will be payable at the time of subscription and accordingly, funds received from subscribers in this offering will be released to the Company when subscriptions are received and accepted.
If less than 100% of funds is raised under this offering, Adeally will refund subscriber’s funds and suspend all current operations until additional capital from alternate sources becomes available to execute our Business Plan. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.
Use of Proceeds We will use the proceeds for general working capital, administrative expenses and for the implementation of our business growth strategy. However, there is no guarantee that we will receive any proceeds in connection with this offering.
Need for Additional Financing Adeally will need to raise additional capital in the future in addition to the $1,000,000 we hope to raise through this offering. We believe that the full proceeds from this offering in addition to our existing cash on hand will satisfy our cash requirements for up to approximately 6 months, provided that we are not be able to expand our operations and grow increase our net profit. If we are unable to produce a favorable gross margin in order to grow our cash reserves and if we are unable to obtain additional financing, our future growth, once the additional capital from this funding is exhausted, could be impaired.
Risk FactorsAny investment in our equity shares involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” and the other information contained in the prospectus, or any other accompanying documents, before making an investment decision regarding our equity shares.
MORE INFORMATIONWe encourage any investors looking for more in-depth information to review the Business Plan (70 pages) and Prospectus (40 pages) below. The Business Plan includes a 3 year projection for the Company and much more. The Prospectus addresses many of the risks associated with this type of offering and is specific to the offering summarized above. Subsequent prospectus will be drafted for the remaining 2 rounds of funding, if necessary.
SEC Filing |
adeal.ly/nnfkGCounterparty Asset Listing |
BOMBBusiness Plan rev 2.2.0 |
adeal.ly/NjuDP Password: GarfieldProspectus rev 1.4.0 |
adeal.ly/NOnhi Password: UlyssesOFFERING RULESThis offering is being made available on the Bitcoin, Litecoin and Counterparty forums. We will not be responding publically (on this thread) until the offering is successful or the duration of the offering (as described above) is complete. Whichever occurs first. This is to stay compliant with Regulation D filing rules for Rule 506(b) by the US Securities and Exchange Commission. Any questions regarding this offering can be directed to the contact person listed above.
ScheduleThe full amount of shares (300,000) will be available for purchase on Monday, April 28th 2014 @ 12:00pm EST.
We will be issuing blocks of shares (50,000) each day leading up to that Monday. The full 300,000 will have been loaded by noon on Monday the 28th. We feel this is a fair way to allow investors to digest the offering we are presenting and limit the amount of investors that could be shut out due to potential rush of investors if all 300,000 shares are listed at once.
PlatformWe are offering this on the Counterparty platform which is a decentralized exchange built on the Bitcoin blockchain. The easiest way for investors to purchase Adeally BOMB shares is to use the Counterwallet web interface found at
counterwallet.co. For investors already using this amazing platform we suggest you read this announcement by Counterwallet regarding recent security fixes.
Counterwallet Security NoticeCONTACTADEALLY, LLC.
ATTN: MR. PAUL SCHMITZER
2282 BIRCH BARK TRL
GROVE CITY, OHIO 43123
TEL: 765-ADEALLY (233-2559)
EMAIL: VIP [AT] ADEALLY [DOT] COM
DISCLAIMERYou should rely only on the information contained or incorporated by reference to this offering in deciding whether to purchase our equity shares. We have not authorized anyone to provide you with information different from that contained in this offering. Under no circumstances should the delivery to you of this offering or any sale made pursuant to this offering create any implication that the information contained in this offering is correct as of any time after the date of this offering. To the extent that any facts or events arising after the date of this offering, individually or in the aggregate, represent a fundamental change in the information presented in this offering, this offering will be updated to the extent required by law.
This document may only be used where it is legal to sell these securities. Certain jurisdictions may restrict the distribution of these documents and the offering of these securities. We require persons receiving these documents to inform themselves about and to observe any such restrictions. We have not taken any action that would permit an offering of these securities or the distribution of these documents in any jurisdiction that requires such action.
Unless otherwise indicated, information contained in this offering concerning our industry, including our market opportunity, is based on information from independent industry analysts, third-party sources and management estimates. Management estimates are derived from publicly-available information released by independent industry analysts and third party sources, as well as data from our internal research, and are based on assumptions made by us using data and our knowledge of such industry and market, which we believe to be reasonable. In addition, while we believe the market opportunity information included in this offering is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the heading “Timing of Market Entry - Risk Factors.”
