Part II
OFFERING CIRCULAR
Sprinter Football Club, Inc.
2344 Corte De La Jara
Pleasanton, CA 94566
(760) 579-9885
Dated: January 25, 2016
The
Offering Statement relates to the proposed issuance by the Company of up to 40,000,000
shares Class B common stock, 10,000,000 shares of Class C common stock and 10,000,000
shares of Class D common stock (the “Shares”), with all classes of common
stock having $0.00001 par value per share, to be issued by Sprinter Football Club, Inc.,
(the “Company,” “we,” “us,” or “our”).
Subscribers will not be required to tender funds
for their shares, but, instead, must perform certain promotional services as consideration
for their shares. Our board of directors has used its business judgment in setting the
value of the promotional services provided by the subscribers to be $10,000.20
if the offer is fully subscribed. Using this
measure for valuing the promotional services to be tendered for shares results in our
valuing the consideration being tendered as $0.00016667 per share. We operate
a football (soccer) club in San Diego. Our principal offices are located at 2344 Corte
De La Jara, Pleasanton, CA 94566. The phone number for these offices is (760) 579-9885.
These securities are speculative securities.
Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford
a complete loss of your investment. See the “Risk Factors” section on page 4 of this Offering Circular.
We will commence the offering of these securities
promptly after the date this Offering Circular is qualified.
This Offering is being conducted on a “best-efforts”
basis, which means our officers will use their commercially reasonable best efforts in an attempt to offer (in exchange for services
rendered) the shares of the Class B, Class C, and Class D Common Stock. Such officers will not receive any commission or any
other remuneration for these sales. In offering the securities on our behalf, the officers will rely on the safe harbor from broker-dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.
This Offering Circular shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be, unlawful, prior to registration or qualification under the laws of any such
state.
See Item 14, “Securities Being Offered”
on page 45 for more information and descriptions of the Class B, Class C, and Class D Common Stock.
Our Class A Common Stock is mentioned in
this offering where we disclose our Corporation’s capital structure. The performance of each class of common stock may affect
the performance of other classes of common stock. We have not issued any Class A Common Stock to anyone other than the founder
of the Corporation, Mr. Peter Allen Schuh, who owns 100% of the issued Class A Common Stock.
CLASS B
| |
Share valuation
and price to
public |
Underwriting
discount and
commissions |
Services
provided to
issuer |
Proceeds to
other persons |
| Per share/unit: |
$0.00016667 |
$0 |
$0.00016667 |
$0 |
| Total: |
$6,666.80 |
$0 |
$6,666.80 |
$0 |
CLASS C
| |
Share valuation
and price to
public |
Underwriting
discount and
commissions |
Services
provided to
issuer |
Proceeds to
other persons |
| Per share/unit: |
$0.00016667 |
$0 |
$0.00016667 |
$0 |
| Total: |
$1666.70 |
$0 |
$1666.70 |
$0 |
CLASS D
| |
Share valuation
and price
to public |
Underwriting
discount and
commissions |
Services
provided
to issuer |
Proceeds to
other persons |
| Per share/unit: |
$0.00016667 |
$0 |
$0.00016667 |
$0 |
| Total: |
$1666.70 |
$0 |
$1666.70 |
$0 |
Our board of directors has used its business
judgment in setting a value of $0.00016667 per share for the promotional services to be rendered to the Company as consideration
for the stock to be issued under the Offering.
NO FEDERAL OR STATE SECURITIES COMMISSION HAS APPROVED, DISAPPROVED,
ENDORSED, OR RECOMMENDED THIS OFFERING. YOU SHOULD MAKE AN INDEPENDENT DECISION WHETHER THIS OFFERING MEETS YOUR INVESTMENT OBJECTIVES
AND FINANCIAL RISK TOLERANCE LEVEL. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS DISCLOSURE, NOR WHETHER
IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS ILLEGAL.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT
PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE
ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN
EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
THE EXEMPTIONS FOR SECONDARY TRADING AVAILABLE UNDER CALIFORNIA
CORPORATIONS CODE 25104(H) WILL BE WITHHELD BUT THAT THERE MAY BE OTHER EXEMPTIONS TO COVER PRIVATE SALES BY THE BONA FIDE OWNER
FOR HIS OWN ACCOUNT WITHOUT ADVERTISING AND WITHOUT BEING EFFECTED BY OR THROUGH A BROKER DEALER IN A PUBLIC OFFERING.
Item 2: TABLE OF CONTENTS:
TITLE:
| SUMMARY |
4 |
| |
|
| RISK FACTORS |
4 |
| |
|
| DILUTION |
28 |
| |
|
| PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS |
28 |
| |
|
| USE OF PROCEEDS |
28 |
| |
|
| SPRINTER FOOTBALL CLUB – DESCRIPTION OF BUSINESS |
29 |
| |
|
| LEGAL MATTERS |
38 |
| |
|
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION |
39 |
| |
|
| DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES |
43 |
| |
|
| SECURITIES BEING OFFERED |
45 |
| |
|
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
49 |
| |
|
| INFORMATION NOT REQUIRED IN PROSPECTUS |
50 |
Item 3. SUMMARY AND RISK FACTORS
SUMMARY
We are a new world football (soccer) club located
in the Metropolitan San Diego, California, United States of America (USA) location. The
market has a growing fan base in a desirable geographical location with year round favorable playing conditions and is not saturated.
We plan to start playing matches in 2016 and hope to play 20 home games throughout the 2016-2017 season. We
will recruit our first players immediately and run a soccer academy to develop those players. We have no home stadium currently.
During our first year we will rent stadiums and travel to play our matches. We hope to start stadium planning and construction
in 2016 with hopes of having a major soccer devoted stadium built by 2018. We
will have various websites in various languages that show media content such as tryouts, practices, games, and meetings.
The focus is on developing a strong fan base through social media and maximizing
electronic media for e-commerce and live broadcasting. We hope to create a large passionate community that might in turn provide
Sprinter Football Club with a worldwide platform to generate significant revenue from multiple sources including broadcasting,
mobile and content, sponsorship, merchandising, product licensing, and Match-Day.
RISK FACTORS
Investment in
our Class B, Class C, and Class D Common Stock as well as the Class A Common Stock (not offered in this filing) involves a high
degree of risk. We expect to be exposed to some or all of the risks described below in our future operations. Any of
the risk factors described below, as well as additional risks of which we are not currently aware, could affect our business operations
and have a material adverse effect on our business, results of operations, financial condition, cash flow and prospects and cause
the value of our shares to decline. Moreover, if and to the extent that any of the risks described below materialize, they may
occur in combination with other risks that would compound the adverse effect of such risks on our business, results of operations,
financial condition, cash flow and prospects.
Risks Related to
Our Business
Our business depends on a strong
brand, and if we are not able to create, maintain and enhance our brand, our ability to gain our base of users, advertisers and
“SprinterFCTV Network” members will be impaired and our business and operating results will be harmed.
We believe that the
brand identity that we hope to develop will significantly contribute to the success of our future business. We also believe that
creating, maintaining and enhancing the “SprinterFCTV Network” brand will be critical to creating our base of users,
advertisers and SprinterFCTV Network members. Creating and enhancing our brand may require us to make substantial investments and
these investments may not be successful. If we fail to promote and maintain the SprinterFCTV Network brand, or if we incur excessive
expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. We
anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult
and expensive. Creating, maintaining and enhancing our brand will depend largely on our ability to be a football technology leader
and to continue to provide high quality products and services, which we may not do successfully. To date, we have engaged in relatively
little direct brand promotion activities. This enhances the risk that we may not successfully implement brand enhancement efforts
in the future.
Our business is dependent upon our
ability to attract and retain key personnel, including players.
We are highly dependent
on members of our management, coaching staff and our players. Competition for talented players and staff is, and will continue
to be, intense. Our ability to attract and retain the highest quality players for our first team, reserve team and youth academy
as well as coaching staff is critical to our first team's success in league and cup competitions and increasing popularity and,
consequently, critical to our business, results of operations, financial condition and cash flow. A downturn in the performance
of our first team could adversely affect our ability to attract and retain coaches and players. In addition, our popularity in
certain countries or regions may depend, at least in part, on fielding certain players from those countries or regions. While we
enter into employment contracts with each of our key personnel with the aim of securing their services for the term of the contract,
the retention of their services for the full term of the contract cannot be guaranteed due to possible contract disputes or approaches
by other clubs. Our failure to attract and retain key personnel could have a negative impact on our ability to manage effectively
and grow our business.
We are dependent upon the performance
and popularity of our first team.
Our revenue streams
will be driven by the performance and popularity of our first team. Our income will vary significantly depending on our first team's
participation and performance in various competitions. Our first team's performance affects all of our revenue streams:
| · | sponsorship revenue through sponsorship relationships; |
| · | retail, merchandising, apparel and product licensing revenue through
product sales; |
| · | mobile and content revenue through telecommunications partnerships
and our websites; |
| · | broadcasting revenue through the frequency of appearances and performance
based share of league broadcasting revenue and possibly Confederation of North, Central American
and Caribbean Association Football (CONCACAF) Champions League prize money; and |
| · | Match-Day revenue through ticket sales. |
Our first team currently
does not have a league in which to play. We may apply and possibly be rejected to play in various leagues. Our performance in various
leagues will directly affect, and a weak performance in any league or failure to play in a league could adversely affect, our business,
results of operations, financial condition and cash flow.
We will have major costs that we will need corporate sponsorship
to support operations, including player salaries, management, and stadium construction.
The first major costs in the beginning of the
first year of operations will be salaries of the professionals and management who will need to build out the personnel human resources
staffing infrastructure. These professionals must be in place as the first players are signed to tryouts and then to training contracts.
It is expected that all physical facilities
and even equipment will be rented or leased during the first year of operations.
The building of the stadium would represent
an ecological change for the team and the company. Instead of renting fields for matches and moving around, the physical establishment
of a home field would give an identity to the team as is true for other professional football teams around the world. The image
of the home field would be part of the brand. The building of the stadium is dependent upon many factors, some of which are out
of our control. The major question is whether there is room in the metropolitan area for such a stadium. We have identified several
sites which have favorable features in the metropolitan area. We see the key obstacle as the willingness of the permitting authority
to grant permission and in a timely manner. We believe the major factors in favor of establishing a permanent home stadium are
the combination of our theme of continuing social responsibility and ecological positivism along with our desire to be good corporate
citizens in cooperating with local politics and our knowledge of local issues. We also intend to maintain good stockholder relations
and employee relations. The financial economic infusion by our business operations will be a stimulus to the immediate area where
the stadium is located. Besides our own matches the facility could be available for other uses. This could be expected to be a
steady source of revenues to be continued for many years.
If we fail to retain existing users
or add new users, or if our users decrease their level of engagement with SprinterFCTV Network, our revenue, financial results,
and business may be significantly harmed.
The size of our user
base and our users’ level of engagement are critical to our success. Our financial performance will be significantly determined
by our success in adding, retaining, and engaging active users. We anticipate that our active user growth rate will decline over
time as the size of our active user base increases, and as we achieve higher market penetration rates. To the extent our active
user growth rate slows, our business performance will become increasingly dependent on our ability to increase levels of user engagement
in current and new markets. If people do not perceive our products to be useful, reliable, and trustworthy, we may not be able
to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of media
companies that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases
precipitously. There is no guarantee that we will not experience a similar erosion of our active user base or engagement levels.
A decrease in user retention, growth, or engagement could render SprinterFCTV Network less attractive to advertisers, which may
have a material and adverse impact on our revenue, business, financial condition, and results of operations. Any number of factors
could potentially negatively affect user retention, growth, and engagement, including if:
| · | users increasingly engage with competing products; |
| · | we fail to introduce new and improved products or if we introduce
new products or services that are not favorably received; |
| · | we are unable to continue to develop products for mobile devices that
users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market
acceptance; |
| · | there are changes in user sentiment about the quality or usefulness
of our products or concerns related to privacy and sharing, safety, security, or other factors; |
| · | we are unable to manage and prioritize information to ensure users
are presented with content that is interesting, useful, and relevant to them; |
| · | there are adverse changes in our products that are mandated by legislation,
regulatory authorities, or litigation, including settlements or consent decrees; |
| · | technical or other problems prevent us from delivering our products
in a rapid and reliable manner or otherwise affect the user experience; |
| · | we fail to provide adequate customer service to users, or advertisers;
or |
| · | we, our SprinterFCTV Network, or other companies in our industry are
the subject of adverse media reports or other negative publicity. |
If we are unable to
maintain and increase our user base and user engagement, our revenue, financial results, and future growth potential may be adversely
affected.
We may generate a substantial amount
of our revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with SprinterFCTV Network, could
seriously harm our business.
A substantial amount
of our revenue is anticipated to be generated from third parties advertising on SprinterFCTV Network. Advertisers will not do business
with us, or they will reduce the prices they are willing to pay to advertise with us, if we do not deliver ads and other commercial
content in an effective manner, or if they do not believe that their investment in advertising with us will generate a competitive
return relative to other alternatives. Our advertising revenue could be adversely affected by a number of other factors, including:
| · | decreases in user engagement, including time spent on SprinterFCTV
Network; |
| · | product changes or inventory management decisions we may make that
reduce the size, frequency, or relative prominence of ads and other commercial content displayed on SprinterFCTV Network; |
| · | loss of advertising market share to our competitors; |
| · | adverse legal developments relating to advertising, including legislative
and regulatory developments and developments in litigation; |
| · | adverse media reports or other negative publicity involving us, our
SprinterFCTV Network, or other companies in our industry; |
| · | our inability to create new products that sustain or increase the
value of our ads and other commercial content; |
| · | the degree to which users opt out of social ads or otherwise limit
the potential audience of commercial content; |
| · | changes in the way online advertising is priced; |
| · | the impact of new technologies that could block or obscure the display
of our ads and other commercial content; and |
| · | the impact of macroeconomic conditions and conditions in the advertising
industry in general. |
The occurrence of any
of these or other factors could result in a reduction in demand for our ads and other commercial content, which may reduce the
prices we receive for our ads and other commercial content, or cause advertisers to stop advertising with us altogether, either
of which would negatively affect our revenue and financial results.
We face competition from traditional
media companies, and we may not be included in the advertising budgets of large advertisers, which could harm our operating results.
In addition to Internet
companies, we face competition from companies that offer traditional media advertising opportunities. Most large advertisers have
set advertising budgets, a very small portion of which is allocated to Internet advertising. We expect that large advertisers
will continue to focus most of their advertising efforts on traditional media. If we fail to convince these companies to spend
a portion of their advertising budgets with us our operating results would be harmed.
We will rely on our SprinterFCTV
Network members for a significant portion of our revenues, and otherwise benefit from our association with them. The loss of these
members could prevent us from receiving the benefits we receive from our association with these SprinterFCTV Network members, which
could adversely affect our business.
We will provide advertising,
entertainment through matches and other services to members of our SprinterFCTV Network. We consider this SprinterFCTV Network
to be critical to the future growth of our revenues. However, some of the participants in this network may compete with us in one
or more areas. Therefore, they may decide in the future to terminate their agreements with us. If our SprinterFCTV Network members
decide to use a competitor’s football/soccer network or advertising services, our revenues would decline.
Our business and operations may experience
rapid growth. If we fail to manage our growth, our business and operating results could be harmed and we may have to incur significant
expenditures to address the additional operational and control requirements of this growth.
We may experience rapid
growth in our headcount and operations, which may place significant demands on our management, operational and financial infrastructure.
If we do not manage our growth, the quality of our products and services could suffer, which could negatively affect our brand
and operating results. To manage this growth, we will need to continue to improve our operational, financial and management controls
and our reporting systems and procedures. These systems enhancements and improvements will require significant capital expenditures
and allocation of valuable management resources. If the improvements are not implemented successfully, our ability to manage our
growth will be impaired and we may have to make significant additional expenditures to address these issues, which could harm our
financial position. The required improvements may include:
| · | Enhancing our information and communication systems to ensure that
our potential offices around the world are well coordinated and that we can effectively communicate with our potential growing
base of users, advertisers and SprinterFCTV Network members. |
| · | Enhancing systems of internal controls to ensure timely and accurate
reporting of all of our operations. |
| · | Documenting all of our information technology systems and our business
processes for our ad systems and our billing systems. |
| · | Improving our information technology infrastructure. |
If we fail to maintain an effective
system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current
and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price
of our stock.
Effective internal
controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable
financial reports or prevent fraud, our brand and operating results could be harmed. We may in the future discover areas of our
internal controls that need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain
adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls,
or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting
obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which
could have a negative effect on the trading price of our stock.
We intend to migrate critical financial
functions to third-party providers. If these potential transitions are not successful, our business and operations could be disrupted
and our operating results would be harmed.
If we do not successfully
implement these projects, our business, reputation and operating results could be harmed. We have no experience managing and implementing
these types of large-scale, cross-functional, international infrastructure projects. We also may not be able to integrate our systems
and processes with those of the third-party service provider on a timely basis, or at all. Even if these potential integrations
are completed on time, the service providers may not perform to agreed upon service levels. Failure of the service providers to
perform satisfactorily could result in customer dissatisfaction, disrupt our operations and adversely affect operating results.
We will have significantly less control over the systems and processes than if we maintained and operated them ourselves, which
increases our risk. If we need to find an alternative source for performing these functions, we may have to expend significant
resources in doing so, and we cannot guarantee this would be accomplished in a timely manner or without significant additional
disruption to our business.
Expansion into international markets
is important to our long-term success, and our inexperience in the operation of our business outside the U.S. increases the risk
that our international expansion efforts will not be successful.
We have limited experience
with operations outside the U.S. Expansion into international markets requires management’s attention and resources. In addition,
we face the following additional risks associated with our expansion outside the U.S.:
| · | Challenges caused by distance, language and cultural differences. |
| · | Longer payment cycles in some countries. |
| · | Credit risk and higher levels of payment fraud. |
| · | Legal and regulatory restrictions. |
| · | Currency exchange rate fluctuations. |
| · | Foreign exchange controls that might prevent us from repatriating
cash earned in countries outside the U.S. |
| · | Political and economic instability and export restrictions. |
| · | Potentially adverse tax consequences. |
| · | Higher costs associated with doing business internationally. |
These risks could harm
our international expansion efforts, which would in turn harm our business and operating results.
Our business may be adversely affected
by malicious third-party applications that interfere with, or exploit security flaws in, our products and services.
Our business may be
adversely affected by malicious applications that make changes to our users’ computers and interfere with the SprinterFCTV
Network experience. These applications have in the past attempted, and may in the future attempt, to change our users’ Internet
experience, including hijacking user information from SprinterFCTV Network, or otherwise interfering with our ability to connect
with our users. The interference often occurs without disclosure to or consent from users, resulting in a negative experience that
users may associate with SprinterFCTV Network. These applications may be difficult or impossible to uninstall or disable, may reinstall
themselves and may circumvent other applications’ efforts to block or remove them. In addition, we will offer a number of
products and services that our users might download to their computers or that they rely on to store information and transmit information
to others over the Internet. These products and services are subject to attack by viruses, worms and other malicious software programs,
which could jeopardize the security of information stored in a user’s computer or in our computer systems and networks. The
ability to reach users and provide them with a superior experience is critical to our success. If our efforts to combat these malicious
applications are unsuccessful, or if our products and services have actual or perceived vulnerabilities, our reputation may be
harmed and our user traffic could decline, which would damage our business.
Our business is highly competitive.
Competition presents an ongoing threat to the success of our business.
We face significant competition in almost every
aspect of our business, including from football clubs such as Real Madrid C.F., Chelsea
F.C., Manchester United F.C., F.C. Barcelona, Juventus F.C., and Manchester City F.C., which offer a variety of football related
Internet products, services, content, and online advertising offerings, as well as from mobile companies and smaller companies
that offer products and services that may compete with specific SprinterFCTV Network features. We also face competition from traditional
and online media businesses for advertising budgets. As we introduce new products, as our existing products evolve, or as other
companies introduce new products and services, we may become subject to additional competition.
Some of our current
and potential competitors have significantly greater resources and better competitive positions in certain markets than we do.
They have teams with more established and longer operating histories with significantly more financial resources. These factors
may allow our competitors to respond more effectively than us to new or emerging technologies and changes in market requirements.
Our competitors may develop products, features, or services that are similar to ours or that achieve greater market acceptance,
may undertake more far-reaching and successful product development efforts or marketing campaigns, or may adopt more aggressive
pricing policies. As a result, our competitors may acquire and engage users at the expense of the growth or engagement of our user
base, which may negatively affect our business and financial results.
We believe that our
ability to compete effectively depends upon many factors both within and beyond our control, including:
| · | the usefulness, ease of use, performance, and reliability of our products
compared to our competitors; |
| · | the quality of our first team |
| · | the size and composition of our user base; |
| · | the engagement of our users with our products; |
| · | the timing and market acceptance of products, including developments
and enhancements to our or our competitors’ products; |
| · | our ability to monetize our products, including our ability to successfully
monetize mobile usage; |
| · | the frequency, size, and relative prominence of the ads and other
commercial content displayed by us or our competitors; |
| · | customer service and support efforts; |
| · | marketing and selling efforts; |
| · | our ability to establish and maintain interest in the SprinterFCTV
Network and Sprinter Football Club brand; |
| · | changes mandated by legislation, regulatory authorities, or litigation,
including settlements and consent decrees, some of which may have a disproportionate effect on us; |
| · | acquisitions or consolidation within our industry, which may result
in more formidable competitors; |
| · | our ability to attract, retain, and motivate talented employees, particularly
professional football players; |
| · | our ability to manage and grow our operations cost-effectively; and |
| · | our reputation and brand strength relative to our competitors. |
If we are not able
to compete effectively, our user base and level of user engagement may decrease, which could make us less attractive to players,
sponsors and advertisers and materially and adversely affect our revenue and results of operations.
Action by governments to restrict
access to SprinterFCTV Network in their countries could substantially harm our business and financial results.
It is possible that
governments of one or more countries may seek to censor content available on SprinterFCTV Network in their country, restrict access
to SprinterFCTV Network from their country entirely, or impose other restrictions that may affect the accessibility of SprinterFCTV
Network in their country for an extended period of time or indefinitely. In addition, governments in other countries may seek to
restrict access to SprinterFCTV Network if they consider us to be in violation of their laws. In the event that access to SprinterFCTV
Network is restricted, in whole or in part, in one or more countries or our competitors are able to successfully penetrate geographic
markets that we cannot access, our ability to retain or increase our user base and user engagement may be adversely affected, we
may not be able to grow our revenue as anticipated, and our financial results could be adversely affected.
If we were to lose the services of
Peter Schuh or our planned senior management team, we may not be able to execute our business strategy.
Our future success
depends in a large part upon the continued service of the key member of our senior management team. In particular, our CEO Peter
Schuh is critical to the overall management of Sprinter F.C. as well as the development of our first team players, our technology,
our culture and our strategic direction. All of our executive officers and key employees are, and will be, at-will employees,
and we do not maintain any key-person life insurance policies. The loss of any of our management or key personnel could seriously
harm our business.
We have a short operating history
and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult to evaluate our future
prospects, may increase the risk that we will not be successful.
We have a very short
operating history. You must consider our business and prospects in light of the risks and difficulties we will encounter as an
early-stage company in a new and rapidly evolving market. We may not be able to successfully address these risks and difficulties,
which could materially harm our business and operating results.
Interruption or failure of our information
technology and communications systems could impair our ability to effectively provide our products and services, which could damage
our reputation and harm our operating results.
Our provision of our
products and services depends on the continuing operation of our information technology and communications systems. Any damage
to or failure of our systems could result in interruptions in our service. Interruptions in our service could reduce our
revenues and profits, and our brand could be damaged if people believe our system is unreliable. Our systems are vulnerable to
damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses,
computer denial of service attacks or other attempts to harm our systems, and similar events. Our data centers are located in areas
with a high risk of major earthquakes. Our data centers are also subject to break-ins, sabotage and intentional acts of vandalism,
and to potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are not fully
redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision
to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our data centers
could result in lengthy interruptions in our service.
We may experience system
failures in the future. Any unscheduled interruption in our service puts a burden on our entire organization and would result in
an immediate loss of revenue. If we experience frequent or persistent system failures on our web sites, our reputation and brand
could be permanently harmed. The steps we will take to increase the reliability and redundancy of our systems are expensive, may
reduce our operating margin and may not be successful in reducing the frequency or duration of unscheduled downtime.
If we are unable to create, maintain,
train and build an effective international sales and marketing infrastructure, we will not be able to commercialize and grow our
brand successfully.
As we grow, we may
not be able to secure sales personnel or organizations that are adequate in number or expertise to successfully market and sell
our brand and products on a global scale. If we are unable to expand our sales and marketing capability, train our sales force
effectively or provide any other capabilities necessary to commercialize our brand internationally, we will need to contract with
third parties to market and sell our brand. If we are unable to establish and maintain compliant and adequate sales and marketing
capabilities, we may not be able to increase our revenue, may generate increased expenses, and may not be profitable.
Acquisitions could result in operating
difficulties, dilution and other harmful consequences.
We do not have a great
deal of experience acquiring companies. We can expect to evaluate a wide array of potential strategic transactions. From time to
time, we may engage in discussions regarding potential acquisitions. Any of these transactions could be material to our financial
condition and results of operations. In addition, the process of integrating an acquired company, business or technology may create
unforeseen operating difficulties and expenditures and is risky. The areas where we may face risks include:
| · | The need to implement or remediate controls, procedures and policies
appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies. |
| · | Diversion of management time and focus from operating our business
to acquisition integration challenges. |
| · | Cultural challenges associated with integrating employees from the
acquired company into our organization. |
| · | Retaining employees from the businesses we acquire. |
| · | The need to integrate each company’s accounting, management
information, human resource and other administrative systems to permit effective management. |
Foreign acquisitions
involve unique risks in addition to those mentioned above, including those related to integration of operations across different
cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.
Also, the anticipated benefit of many of our potential acquisitions may not materialize. Future acquisitions or dispositions could
result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization
expenses, or write-offs of goodwill, any of which could harm our financial condition. Future acquisitions may require us to obtain
additional equity or debt financing, which may not be available on favorable terms or at all.
We could become subject to commercial
disputes that could harm our business by distracting our management from the operation of our business, by increasing our expenses
and, if we do not prevail, by subjecting us to potential monetary damages and other remedies.
From time to time we
could be engaged in disputes regarding our commercial transactions. These disputes could result in monetary damages or other remedies
that could adversely impact our financial position or operations. Even if we prevail in these disputes, they may distract our management
from operating our business and the cost of defending these disputes would reduce our operating results.
We have to keep up with rapid technological
change to remain competitive in our rapidly evolving industry.
Our future success
will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and
to improve the performance and reliability of our services. Our failure to adapt to such changes would harm our business. New technologies
and advertising media could adversely affect us. In addition, the widespread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require substantial expenditures to modify or adapt our services or infrastructure.
Our business depends on increasing
use of the Internet by users searching for information regarding football/soccer related content. If the Internet infrastructure
does not grow and is not maintained to support these activities, our business will be harmed.
Our success will depend
on the continued growth and maintenance of the Internet infrastructure. This includes maintenance of a reliable network backbone
with the necessary speed, data capacity and security for providing reliable Internet services. Internet infrastructure may be unable
to support the demands placed on it if the number of Internet users continues to increase, or if existing or future Internet users
access the Internet more often or increase their bandwidth requirements. In addition, viruses, worms and similar programs may harm
the performance of the Internet. The Internet has experienced a variety of outages and other delays as a result of damage to portions
of its infrastructure, and it could face outages and delays in the future. These outages and delays could reduce the level of Internet
usage as well as our ability to provide our solutions.
The concentration of our capital
stock ownership with our founders, executive officers and our directors and their affiliates will limit your ability to influence
corporate matters.
Our
Class A, Class B, Class C, and Class D Common Stock have one vote per share. At January
25, 2016 our founder, executive officer and director owned 100.00% of our Class A
common stock, representing 100% of the voting power of our outstanding capital stock.
The 100,000,000 shares issued to Peter Schuh are not registered. Peter Schuh therefore
has significant influence over management and affairs and over all matters requiring
stockholder approval, including the election of directors and significant corporate transactions,
such as a merger or other sale of our company or its assets, for the foreseeable future.
This concentrated control limits your ability to influence corporate matters and, as
a result, we may take actions that our stockholders do not view as beneficial. As a result,
the market price of our Class A, Class B, Class C, and Class D Common Stock could be
adversely affected.
It may not be possible to renew or
replace key commercial agreements on similar or better terms, or attract new sponsors.
If we fail to attract,
renew or replace key commercial agreements on similar or better terms, we could experience a material reduction in our commercial
and sponsorship revenue. Such a reduction could have a material adverse effect on our overall revenue and our ability to compete
with the top football clubs in the Americas.
As part of our business
plan, we intend to grow our sponsorship portfolio by developing our geographic and product categorized approach, which will include
partnering with global sponsors, regional sponsors, and mobile and media operators. We may not be able to execute our business
plan successfully in promoting our brand to attract sponsors. We will be subject to certain contractual restrictions under sponsorship
agreements. We cannot assure you that we will be successful in implementing our business plan or that any commercial and sponsorship
revenue to occur at all. Any of these events could negatively affect our ability to achieve our development and commercialization
goals, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.
Negotiation and pricing of key media
contracts are outside our control and those contracts may change in the future.
We may be subject to
media rights contracts with media distributors with whom we may not otherwise contract or media rights contracts that are not as
favorable to us as we might otherwise be able to negotiate individually with media distributors.
Domestic and regional competitions
cannot be relied upon as a source of revenue.
Possible qualification
for the CONCACAF Champions League is dependent upon our first team's performance in the Lamar Hunt U.S. Open Cup, in some circumstances,
the CONCACAF Champions League itself in the previous season, and any league qualification by standing which may allow for qualification.
Qualification for the CONCACAF Champions League cannot, therefore, be guaranteed. Failure to qualify for the CONCACAF Champions
League would result in a material reduction in revenue for each season in which our first team does not participate.
In addition, our participation
in the CONCACAF Champions League may be influenced by factors beyond our control. For example, the number of places in each league
available to the clubs of each national football association in North and Central America and the Caribbean can vary from year
to year based on a ranking system. If the performance of American clubs in CONCACAF declines, the number of places in each CONCACAF
competition available to American clubs may decline and it may be more difficult for our first team to qualify for such league
in future seasons. Further, the rules governing qualification for CONCACAF competitions (whether at the regional or national level)
may change and make it more difficult for our first team to qualify for each league in future seasons.
Moreover, because of
the prestige associated with participating in the CONCACAF Champions League, failure to qualify for the competition, particularly
for consecutive seasons, would negatively affect our ability to attract and retain talented players and coaching staff, as well
as supporters, sponsors and other commercial partners. Any one or more of these events could have a material adverse effect on
our business, results of operation, financial condition and cash flow.
We rely on highly skilled personnel
and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.
Our performance is
largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our ability to identify,
hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for
qualified employees is intense. Our ability to compete effectively depends on our ability to attract new employees and to retain
and motivate our existing employees.
We have a rigorous,
highly selective and time-consuming hiring process. As we grow, our hiring process may prevent us from hiring the personnel we
need in a timely manner. In addition, as we become a more mature company, we may find our recruiting efforts more challenging.
The incentives to attract, retain and motivate employees provided by future arrangements, such as through cash bonuses, may not
be as effective as we would desire. If we do not succeed in attracting excellent personnel or retaining or motivating existing
personnel, we may be unable to grow effectively.
We may be exposed to credit related losses in the event of
non-performance by counterparties to various league, CONCACAF, and Federation Internationale de Football Association (FIFA) media
contracts as well as our key commercial and transfer contracts.
We will derive our
Commercial and Sponsorship revenue from certain corporate sponsors, including global, regional, mobile, media and supplier sponsors
in respect of which we may manage our credit risk by seeking advance payments, installments and/or bank guarantees where appropriate.
The substantial majority of this revenue may be derived from a limited number of sources.
We are also exposed
to other football clubs globally for the payment of transfer fees on players. Depending on the transaction, some of these fees
may be paid to us in installments. We will try to manage our credit risk with respect to those clubs by requiring payments in advance
or, in the case of payments on installment, requiring bank guarantees on such payments in certain circumstances. However, we cannot
ensure these efforts will eliminate our credit exposure to other clubs. A change in credit quality at one of the media broadcasters
for various leagues under the control of FIFA including those regionally controlled by CONCACAF, one of our sponsors or a club
to whom we have sold a player can increase the risk that such counterparty is unable or unwilling to pay amounts owed to us. The
failure of a major television broadcaster or media outlet to pay outstanding amounts owed to its respective league or the failure
of one of our key sponsors or a club to pay outstanding amounts owed to us could have a material adverse effect on our business,
results of operations, financial condition and cash flow.
Match-Day revenue from our supporters
will be a significant portion of overall revenue.
A significant amount
of our revenue will be derived from ticket sales and other Match-Day revenue for our first team matches at various stadiums and
our share of gate receipts from other tournament matches and other potential matches. In particular, the revenue generated from
ticket sales and other Match-Day revenue at various stadiums will be highly dependent on the attendance at matches of our individual
and corporate supporters as well as the number of home matches we play each season. Match attendance is influenced by a number
of factors, some of which are partly or wholly outside of our control. These factors include the success of our first team, broadcasting
coverage and general economic conditions in the United States, which affect personal disposable income and corporate marketing
budgets. A failure to create or maintain a Match-Day attendance could have a material adverse effect on our Match-Day revenue and
our overall business, results of operations, financial condition and cash flow.
The markets in which we operate are
highly competitive, both within the United States of America and internationally, and increased competition could affect our ability
to be profitable.
We will face competition
from other football clubs worldwide. In Major League Soccer, recent investment from wealthy team owners has led to teams with deep
financial backing that are able to acquire top players and coaching staff, which could result in improved performance from those
teams in domestic and regional competitions. As Major League Soccer continues to grow in popularity, the interest of wealthy potential
owners may increase, leading to additional clubs substantially improving their financial position. Competition from worldwide clubs
also remains strong. The increase in competition could result in our first team finishing with a poor record and not being invited
to any regional tournaments and could have a material adverse effect on our Match-Day revenue and our overall business, results
of operations, financial condition and cash flow.
In addition, from a
commercial perspective, we actively compete across many different industries and within many different markets. We believe our
primary sources of competition, both in The United States of America and internationally, include, but are not limited to:
| · | other businesses seeking corporate sponsorships and commercial partners
such as sports teams, other entertainment events and television and digital media outlets; |
| · | providers of sports apparel and equipment seeking retail, merchandising,
apparel and product licensing opportunities; |
| · | digital content providers seeking consumer attention and leisure time,
advertiser income and consumer e-commerce activity; |
| · | other types of television programming seeking access to broadcasters
and advertiser income; and |
| · | alternative forms of live entertainment for the sale of Match-Day
tickets such as other live sports events, concerts, festivals, theater and similar events. |
All of the above forms
of competition could have a material adverse effect on any of our planned revenue streams and our overall business, results of
operations, financial condition and cash flow.
We may be involved in a league where
voting rules may allow other clubs to take action contrary to our interests.
Various leagues have
different rules regarding the governance of their league participants. As of now we are not involved with a league and as such
are not bound by any special rules at this time. We expect this to change and as of this time we do not know what rules we will
be bound to follow. Due to these unknown rules, we may be unable to achieve our goals and strategies or increase our revenue.
Our digital media strategy is unproven
and may not generate the revenue we anticipate.
We will attempt to
create and maintain contact with, and provide entertainment to, a global follower base through a number of digital and other media
channels, including the Internet, mobile services and social media. While we may attract a significant number of followers to our
digital media assets, including our website, the future revenue and income potential of our mobile and content business is
uncertain. You should consider our business and prospects in light of the challenges, risks and difficulties we may encounter in
this new and rapidly evolving market, including:
| · | our ability to provide offerings such as video on demand, highlights
and international memberships through our digital media strategy; |
| · | our ability to create a global follower base, build our follower base
and increase engagement with our followers through our digital media assets; |
| · | our ability to enhance the content offered through our digital media
assets and increase our subscriber base; |
| · | our ability to generate revenue from interaction with our followers
through our digital media assets; |
| · | our ability to attract sponsors and advertisers, to retain such sponsors
and advertisers and demonstrate that our digital media assets will deliver value to them; |
| · | our ability to develop our digital media assets in a cost effective
manner and operate our digital media services profitably and securely; |
| · | our ability to identify and capitalize on new digital media business
opportunities; and |
| · | our ability to compete with other sports and other media for users'
time. |
In addition, as we
attempt to gain and expand our digital and other media channels, including the Internet, mobile services and social media, revenue
from our other business sectors may decrease, including our broadcasting revenue. Moreover, the increase in subscriber base in
some of these digital and other media channels may limit the growth of the subscriber base and popularity of other channels. Failure
to address these risks and difficulties could affect our overall business, financial condition, results of operations, cash flow,
liquidity and profitability.
Serious injuries to or losses of
playing staff may affect our performance, and therefore our results of operations and financial condition.
Injuries to members
of the playing staff, particularly if career-threatening or career-ending, could have a detrimental effect on our business. Such
injuries could have a negative effect upon our first team's performance and may also result in a loss of the income that would
otherwise have resulted from a transfer of that player's registration. In addition, depending on the circumstances, we may write
down the carrying value of a player on our balance sheet and record an impairment charge in our operating expenses to reflect any
losses resulting from career-threatening or career-ending injuries to that player. Our strategy is to maintain a squad of first
team players sufficient to mitigate the risk of player injuries. However, this strategy may not be sufficient to mitigate all financial
losses in the event of an injury, and as a result such injury may affect the performance of our first team, and therefore our business,
results of operations financial condition, cash flow and profitability.
Inability to renew our insurance
policies could expose us to significant losses.
We plan to insure against
the death, permanent disablement and travel-related injuries of members of our first team, although not at such player's market
value. Moreover, we do not plan to carry insurance against career-ending injuries to our players sustained while playing or training.
We plan to carry non-player related insurance typical for our business (including business interruption insurance). When any of
our planned or existing insurance policies expire, it may not be possible to renew them on the same terms, or at all. In such circumstances,
some of our businesses and/or assets may be uninsured. If any of these uninsured businesses or assets were to suffer damage, we
could suffer a financial loss. An inability to renew insurance policies covering our players or other valuable assets could expose
us to significant losses.
Furthermore, although
the Fédération Internationale de Football Association ("FIFA") now provides insurance coverage for loss
of wages for players injured while playing for their senior national team in a match played under the FIFA international match
calendar, our insurance policies will not cover our players, should there be any, during those periods and, under FIFA rules, national
football associations are not obliged to provide insurance coverage for players on international duty.
We could be negatively affected if
we fail to protect follower account information.
We collect and process
personal data (including name, address, age, bank details and other personal data) from our followers, customers, members, suppliers,
business contacts and employees as part of the operation of our business (including online merchandising), and therefore we must
comply with data protection and privacy laws in various countries and jurisdictions where our followers reside. Those laws impose
certain requirements on us in respect of the collection, use and processing of personal information relating to our followers.
In addition, we are exposed to the risk that the personal data we control could be wrongfully accessed and/or used, whether by
employees, followers or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations.
If we or any of the third party service providers on which we rely fail to process such personal data in a lawful or secure manner
or if any theft or loss of personal follower data were to occur, we could face liability under data protection laws, including
requirements to destroy customer information or notify the people to whom such information relates of any non-compliance as well
as civil or criminal sanctions. This could also result in the loss of the goodwill of our followers and deter new followers. Each
of these factors could harm our business reputation, our brand and have a material adverse effect on our business, results of operations,
financial condition, cash flow and prospects.
Our business is subject to a variety
of U.S. and foreign laws, which could subject us to claims or other remedies based on the nature and content of the information
displayed by our products and services, and could limit our ability to provide information regarding regulated industries and products.
The laws relating to
the liability of providers of online services for activities of their users are currently unsettled both within the U.S. and abroad.
Claims could be threatened and filed under both U.S. and foreign law for defamation, libel, invasion of privacy and other data
protection claims, tort, unlawful activity, copyright or trademark infringement, or other theories based on the nature and content
of the materials searched and the ads posted or the content generated by our users. If one of these complaints results in liability
to us, it could be potentially costly, encourage similar lawsuits, distract management and harm our reputation and possibly our
business. In addition, increased attention focused on these issues and legislative proposals could harm our reputation or otherwise
affect the growth of our business.
The application to
us of existing laws regulating or requiring licenses for certain businesses of our advertisers, including, for example, distribution
of pharmaceuticals, adult content, financial services, alcohol or firearms, can be unclear. Existing or new legislation could expose
us to substantial liability, restrict our ability to deliver services to our users, limit our ability to grow and cause us to incur
significant expenses in order to comply with such laws and regulations.
Several other federal
laws could have an impact on our business. Compliance with these laws and regulations is complex and may impose significant additional
costs on us.
We also face risks
associated with international data protection. The interpretation and application of data protection laws in Europe and elsewhere
are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent
with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change
our data practices, which in turn could have a material effect on our business.
We also face risks
from legislation that could be passed in the future. Compliance with these laws and regulations is complex and may impose significant
additional costs to us that may affect our ability to be profitable.
To the extent our revenues are paid
in foreign currencies, and currency exchange rates become unfavorable, we may lose some of the economic value of the revenues in
U.S. dollar terms.
As we expand our international
operations, more of our customers may pay us in foreign currencies. Conducting business in currencies other than U.S. dollars subjects
us to fluctuations in currency exchange rates. If the currency exchange rates were to change unfavorably, the value of net receivables
we receive in foreign currencies and later convert to U.S. dollars after the unfavorable change would be diminished. This could
have a negative impact on our reported operating results. Hedging strategies, such as forward contracts, options and foreign exchange
swaps related to transaction exposures, that we may implement to mitigate this risk may not eliminate our exposure to foreign exchange
fluctuations. Additionally, hedging programs expose us to risks that could adversely affect our operating results, including the
following:
| · | We have limited experience in implementing or operating hedging programs.
Hedging programs are inherently risky and we could lose money as a result of poor trades. |
| · | We may be unable to hedge currency risk for some transactions because
of a high level of uncertainty or the inability to reasonably estimate our foreign exchange exposures. |
| · | We may be unable to acquire foreign exchange hedging instruments in
some of the geographic areas where we do business, or, where these derivatives are available, we may not be able to acquire enough
of them to offset our exposure. |
We expect to be subject to regulatory
investigations and settlements in the future, which could cause us to incur substantial costs or require us to change our business
practices in a manner materially adverse to our business.
From time to time,
we expect to receive inquiries from regulators regarding our compliance with laws and other matters. It is possible that a regulatory
inquiry might result in changes to our policies or practices. Violation of existing or future regulatory orders or consent decrees
could subject us to substantial monetary fines and other penalties that could negatively affect our financial condition and results
of operations. In addition, it is possible that future orders issued by, or enforcement actions initiated by, regulatory authorities
could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our
business.
Our intellectual property rights
are valuable, and any inability to protect them could reduce the value of our products, services and brand.
Our patents, trademarks,
trade secrets, copyrights and all of our other intellectual property rights are important assets for us. There are events that
are outside of our control that pose a threat to our intellectual property rights. For example, effective intellectual property
protection may not be available in every country in which our products and services are distributed or made available through the
Internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant
impairment of our intellectual property rights could harm our business or our ability to compete. Also, protecting our intellectual
property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more
expensive to do business and harm our operating results.
Although we seek to
obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations. In addition,
given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important.
Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient
or that an issued patent may be deemed invalid or unenforceable.
We also seek to maintain
certain intellectual property as trade secrets. The secrecy could be compromised by third parties, or intentionally or accidentally
by our employees, which would cause us to lose the competitive advantage resulting from these trade secrets.
We are, and may in the future be,
subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our
ability to use certain technologies in the future.
Companies in the Internet,
technology and media industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into
litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition,
the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party
claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensive
to litigate or settle and could divert management resources and attention. In addition our potential future agreements with members
of our SprinterFCTV Network may require us to indemnify these members for certain third-party intellectual property infringement
claims, which would increase our costs as a result of defending such claims and may require that we pay damages if there was an
adverse ruling in any such claims. An adverse determination also could prevent us from offering our products and services to others
and may require that we procure substitute products or services for these members.
With respect to any
intellectual property rights claim, we may have to pay damages or stop using technology found to be in violation of a third party’s
rights. We may have to seek a license for the technology, which may not be available on reasonable terms and may significantly
increase our operating expenses. The technology also may not be available for license to us at all. As a result, we may also be
required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license
or develop technology for the infringing aspects of our business, we may be forced to limit our product and service offerings and
may be unable to compete effectively. Any of these results could harm our brand and operating results.
From time to time,
we might receive notice letters from patent holders alleging that certain of our products and services infringe their patent rights.
Some of these could result in litigation against us. Companies could also file trademark infringement and related claims against
us over the display of ads in response to user queries that include trademark terms. The outcomes of these lawsuits could differ
from jurisdiction to jurisdiction and negative outcomes could affect our operating results and potential profitability.
Defending lawsuits
could take time and resources. Adverse results in these lawsuits may result in, or even compel, a change in internal controls or
current practices could result in a loss of revenue for us, which could harm our business.
We may be notified
by third parties that they believe features of certain of our products, including SprinterFCTV Network, violate their copyrights.
Generally speaking, any time that we have a product or service that links to or hosts material in which others allege to own copyrights,
we face the risk of being sued for copyright infringement or related claims. Because these products and services will comprise
a significant portion of our products and services, the risk of potential harm from such lawsuits is substantial.
Piracy and illegal live streaming
may adversely impact our Broadcasting and Mobile and Content revenue.
Our broadcasting revenue
will be principally generated by the broadcasting of our matches on pay and free-to-air television channels as well as content
delivered over the Internet and through our own media channel, SprinterFCTV. In recent years, piracy and illegal live streaming
of subscription content over the internet has caused, and is continuing to cause, lost revenue to media distributors showing matches.
If these trends increase or continue unabated, they could pose a risk to subscription television services. The result could be
a reduction in the value of our potential share of football broadcasting rights and of our online and SprinterFCTV services, which
could have a material adverse effect on our business, results of operations, financial condition and cash flow.
Our financial results will fluctuate
from quarter to quarter, which makes them difficult to predict.
Our quarterly financial
results will fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business,
which makes it difficult to forecast our future results. As a result, you should not rely upon our past quarterly financial results
as indicators of future performance. You should take into account the risks and uncertainties frequently encountered by companies
in rapidly evolving markets. Our financial results in any given quarter can be influenced by numerous factors, many of which we
are unable to predict or are outside of our control, including:
| · | our ability to maintain and grow our user base and user engagement; |
| · | our ability to attract and retain advertisers in a particular period; |
| · | seasonal fluctuations in spending by our advertisers; |
| · | the number of ads shown to users; |
| · | the number of seats sold at the venues where we play; |
| · | the number of videos shown on the SprinterFCTV Network; |
| · | concessions sold at venues where we play; |
| · | parking sold at the venues where we play; |
| · | the pricing of our ads and other products; |
| · | our ability to increase payments and other fees revenue; |
| · | the diversification and growth of revenue sources beyond current advertising; |
| · | the development and introduction of new products or services by us
or our competitors; |
| · | increases in marketing, sales, and other operating expenses that we
may incur to grow and expand our operations and to be competitive; |
| · | our ability to have gross margins and operating margins; |
| · | our ability to obtain equipment and technology in a timely and cost-effective
manner; |
| · | system failures or breaches of security or privacy; |
| · | inaccessibility of SprinterFCTV Network due to third-party actions; |
| · | adverse litigation judgments, settlements, or other litigation-related
costs; |
| · | changes in the legislative or regulatory environment, including with
respect to privacy, or enforcement by government regulators, including fines, orders, or consent decrees; |
| · | fluctuations in currency exchange rates and changes in the proportion
of our revenue and expenses denominated in foreign currencies; |
| · | fluctuations in the market values of any future potential portfolio
investments and in interest rates; |
| · | changes in U.S. generally accepted accounting principles; and |
| · | changes in business or macroeconomic conditions. |
Our costs are growing quickly, which
could harm our business and profitability.
Providing our products
to our users is costly and we expect our expenses to continue to increase in the future as we broaden our user base, as users increase
the number of connections and amount of data they share with us, as we develop and implement new product features that require
more computing infrastructure, and as we hire additional employees. We expect our costs to increase each year due to these factors
and we expect to continue to incur increasing costs, in particular for employees, servers, storage, power, and data centers, to
support our anticipated future growth. We expect to invest in our global infrastructure in order to provide our products rapidly
and reliably to all users around the world, including in countries where we do not expect significant short-term monetization.
Our expenses may be greater than we anticipate, and our investments to make our business and our technical infrastructure more
efficient may not be successful. In addition, we may increase marketing, sales, and other operating expenses in order to grow and
expand our operations and to remain competitive. Increases in our costs may adversely affect our business and profitability.
Our business is dependent on our
ability to maintain and scale our technical infrastructure, and any significant disruption in our service could damage our reputation,
result in a potential loss of users and engagement, and adversely affect our financial results.
Our reputation and
ability to attract, retain, and serve our users is dependent upon the reliable performance of SprinterFCTV Network and our underlying
technical infrastructure. Our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance
delays or outages that could be harmful to our business. If SprinterFCTV Network is unavailable when users attempt to access it,
or if it does not load as quickly as they expect, users may not return to our website as often in the future, or at all. As our
user base and the amount and types of information shared on SprinterFCTV Network continue to grow, we will need an increasing amount
of technical infrastructure, including network capacity, and computing power, to continue to satisfy the needs of our users. It
is possible that we may fail to scale and grow our technical infrastructure to accommodate these increased demands. In addition,
our business is subject to interruptions, delays, or failures resulting from earthquakes, other natural disasters, terrorism, or
other catastrophic events.
A substantial portion
of our network infrastructure will be provided by third parties. Any disruption or failure in the services we receive from these
providers could harm our ability to handle existing or increased traffic and could significantly harm our business. Any financial
or other difficulties these providers face may adversely affect our business, and we exercise little control over these providers,
which increases our vulnerability to problems with the services they provide.
Our software is highly technical,
and if it contains undetected errors, our business could be adversely affected.
Our products incorporate
software that is highly technical and complex. Our software may now or in the future contain undetected errors, bugs, or vulnerabilities.
Some errors in our software code may only be discovered after the code has been released. Any errors, bugs, or vulnerabilities
discovered in our code after release could result in damage to our reputation, loss of users, loss of revenue, or liability for
damages, any of which could adversely affect our business and financial results.
We cannot assure you that we will
effectively manage our growth.
Our employee headcount
and the scope and complexity of our business could increase significantly. We expect headcount growth to continue for the foreseeable
future. The growth and expansion of our business and products create significant challenges for our management, operational, and
financial resources, including managing multiple relations with users, advertisers and other third parties. In the event of continued
growth of our operations or in the number of our third-party relationships, our information technology systems or our internal
controls and procedures may not be adequate to support our operations. In addition, the key member of our management does not have
significant experience managing a large global business operation, so our management may not be able to manage such growth effectively.
To manage our growth, we must continue to improve our operational, financial, and management processes and systems and to expand,
train, and manage our employee base. As our organization grows, and we are required to implement more complex organizational management
structures, we may find it increasingly difficult to maintain the benefits of our corporate culture. This could negatively affect
our business performance.
The loss of one or more of our key
personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.
We currently depend
on the continued services and performance of our key personnel, Peter Schuh. Although we have entered into an employment agreement
with Mr. Schuh, the agreement has no specific duration and constitute at-will employment. In addition, many of our key technologies
and systems are custom-made for our business by our personnel. The loss of key personnel, including members of management as well
as key engineering, product development, marketing, and sales personnel, could disrupt our operations and have an adverse effect
on our business.
As we grow, we cannot
guarantee we will continue to attract the personnel we need to maintain our competitive position. We expect to face significant
competition from other companies in hiring such personnel, particularly in the area of Metropolitan San Diego, California. As we
mature, the incentives to attract, retain, and motivate employees provided by our equity awards or by future arrangements, such
as through cash bonuses, may not be as effective. We have a current employee whose equity awards are fully vested and shortly after
the completion of our initial public offering he will be entitled to receive substantial amounts of our capital stock. As a result,
it may be difficult for us to continue to retain and motivate this employee, and this wealth could affect his decision about whether
or not he continues to work for us. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining
and motivating existing personnel, we may be unable to grow effectively.
We may incur liability as a result
of information retrieved from or transmitted over the Internet or posted to SprinterFCTV Network and claims related to our products.
We anticipate to face
claims relating to information that is published or made available on SprinterFCTV Network. In particular, the nature of our business
exposes us to claims related to defamation, intellectual property rights, rights of publicity and privacy, and personal injury
torts. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party
actions may be unclear and where we may be less protected under local laws than we are in the United States. We could incur significant
costs investigating and defending such claims and, if we are found liable, significant damages. If any of these events occur, our
business and financial results could be adversely affected.
We plan to make acquisitions, which
could require significant management attention, disrupt our business, result in dilution to our stockholders, and adversely affect
our financial results.
As part of our business
strategy, we intend to make acquisitions to add specialized employees, complementary companies, products, or technologies. Our
ability to acquire and integrate larger or more complex companies, products, or technologies in a successful manner is unproven. In
the future, we may not be able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable
terms, if at all. Our potential future acquisitions may not achieve our goals, and any future acquisitions we complete could be
viewed negatively by users, media, advertisers, or investors. In addition, if we fail to successfully close or integrate any acquisitions,
or integrate the products or technologies associated with such acquisitions into our company, our revenue and operating results
could be adversely affected. Any integration process may require significant time and resources, and we may not be able to manage
the process successfully. We may not successfully evaluate or utilize the acquired products, technology, or personnel, or accurately
forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash, incur debt,
or issue equity securities to pay for any such acquisition, any of which could adversely affect our financial results. The sale
of equity or issuance of debt to finance any such acquisitions could result in dilution to our stockholders. The incurrence of
indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede
our ability to manage our operations.
We may have exposure to greater than
anticipated tax liabilities.
Our income tax obligations
are based on our corporate operating structure and intercompany arrangements, including the manner in which we develop, value,
and use our intellectual property and the valuations of our intercompany transactions. The tax laws applicable to our international
business activities, including the laws of the United States and other jurisdictions, are subject to interpretation. The taxing
authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany
arrangements, which could increase our worldwide effective tax rate and harm our financial position and results of operations.
In addition, our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that
have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in
the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles. We
are subject to regular review and audit by both U.S. federal and state and foreign tax authorities. Any adverse outcome of such
a review or audit could have a negative effect on our financial position and results of operations. In addition, the determination
of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are
many transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the
ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results
in the period or periods for which such determination is made.
The enactment of legislation implementing
changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially
affect our financial position and results of operations.
The current United
States of America administration has made public statements indicating that it has made international tax reform a priority, and
key members of the U.S. Congress have conducted hearings and proposed a wide variety of potential changes. Certain changes to U.S.
tax laws, including limitations on the ability to defer U.S. taxation on earnings outside of the United States until those earnings
are repatriated to the United States, could affect the tax treatment of our foreign earnings, as well as cash and cash equivalent
balances we currently maintain outside of the United States. Due to the large and expanding scale of our international business
activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial
position and results of operations.
An occurrence of a natural disaster,
widespread health epidemic or other outbreaks could have a material adverse effect on our business, financial condition and results
of operations.
Our business could be materially and adversely
affected by natural disasters, such as snowstorms, earthquakes, fires or floods, the outbreak of a widespread health epidemic,
such as swine flu, avian influenza, Severe Acute Respiratory Syndrome (SARS), or other events, such as wars, acts of terrorism,
environmental accidents, power shortage or communication interruptions. The occurrence of such a disaster or a prolonged outbreak
of an epidemic illness or other adverse public health developments in the USA or elsewhere in the world could materially disrupt
our business and operations. Such events could also significantly impact our industry and cause a temporary closure of the facilities
we use for our operations, which would severely disrupt our operations and have a material adverse effect on our business, financial
condition and results of operations. Our operations could be disrupted if any of our employees or employees of our business partners
were suspected of having the swine flu, avian influenza or SARS, since this could require us or our business partners to quarantine
some or all of such employees or disinfect the facilities used for our operations. In addition, our revenue and profitability
could be materially reduced to the extent that a natural disaster, health epidemic or other outbreak harms the global economy
in general. Our operations could also be severely disrupted if our buyers, sellers or other participants were affected by such
natural disasters, health epidemics or other outbreaks.
Risks Related To Our Industry
Our revenue and net income may be materially and adversely
affected by any economic slowdown in the USA as well as globally.
The success of our business ultimately depends
on consumer spending. We should derive substantially all of our revenue from the USA. As a result, our revenue and net income are
impacted to a significant extent by economic conditions in the USA and globally, as well as economic conditions specific to online
and mobile commerce. The global economy, markets and levels of consumer spending are influenced by many factors beyond our control,
including consumer perception of current and future economic conditions, political uncertainty, levels of employment, inflation
or deflation, real disposable income, interest rates, taxation and currency exchange rates.
The United States of America government has
in recent years implemented a number of measures to control the rate of economic growth, including by changing interest rates and
adjusting deposit reserve ratios for commercial banks as well as by implementing other measures designed to adjust credit and liquidity.
Any continuing or worsening slowdown could significantly reduce domestic commerce in the USA, including through the Internet generally
and within our company. An economic downturn, whether actual or perceived, a further decrease in economic growth rates or an otherwise
uncertain economic outlook in the USA or any other market in which we may operate could have a material adverse effect on our business,
financial condition and results of operations.
An increase in the relative size
of salaries or transfer costs could adversely affect our business.
Our success depends
on our ability to attract and retain the highest quality players and coaching staff. As a result, we are obliged to pay salaries
generally comparable to our main competitors worldwide and in the United States of America. Any increase in salaries may adversely
affect our business, results of operations, financial condition and cash flow.
Other factors that
affect player salaries, such as changes in personal tax rates, changes to the treatment of income or other changes to taxation
in the United States and the relative strength of U.S. Dollars, may make it more difficult to attract top players and coaching
staff from locations worldwide or require us to pay higher salaries to compensate for higher taxes or less favorable exchange rates.
In addition, if our revenue fall and salaries remain stable (for example as a result of fixed player or coaching staff salaries
over a long period) or increase, our results of operations would be materially adversely affected.
An increase in transfer
fees would require us to pay more than expected for the acquisition of players' registrations in the future. In addition, certain
players' transfer values may diminish after we acquire them, and we may sell those players for transfer fees below their net book
value, resulting in a loss on disposal of players' registrations. Net transfer costs could also increase if levies imposed by FIFA,
any league we compete in or any other organization in respect of the transfer of players' registrations were to increase.
We remain committed
to attracting and retaining the highest quality players for our first team. We may explore new player acquisitions in connection
with future transfer periods that may materially increase the amount of our net player capital expenditure from the previous quarter
or year. As part of any material increase in net player capital expenditure, we may also experience a material increase in our
expenditure for player salaries. The actual amount of cash we use on player acquisitions will also depend, in part, on the amount
of any cash we receive as a result of the sale of any players.
Recently approved CONCACAF and Union
of European Football Associations (UEFA) restrictions could negatively affect our business.
As the primary governing
body of European football, UEFA continually evaluates the dynamics in the football industry and considers changes to the regulatory
framework governing European football clubs. As an example, clubs participating in the Champions League and Europa League competitions
are now subject to the UEFA Club Licensing and Financial Fair Play regulations. Breaches in the rules may result in, among other
things, withholding of prize money, transfer bans and ultimately disqualification from European competitions. These rules are intended
to discourage clubs from continually operating at a loss and to ensure clubs settle with their football creditors on time. Breaches
of licensing and financial fair play rules, for example, where costs and capital expenditures on players exceed revenues over a
two- to three-year period or serious delays in settling creditors, have recently resulted in clubs being punished by way of significant
fines and even exclusion from UEFA competitions. Although we are not directly subject to such rules at this time, in the future,
similar rules may be implemented by CONCACAF or FIFA that restrict our ability to operate and could have a material adverse effect
on the performance of our first team and our business, results of operations, financial condition and cash flow.
We could be negatively affected by
current and future League, United States Soccer Federation (USSF), CONCACAF, UEFA or FIFA regulations.
Future changes to the
any league we play in, the USSF, CONCACAF, UEFA, FIFA or other regulations may adversely affect our results of operations. These
regulations could cover various aspects of our business, such as the format of competitions, the eligibility of players, the operation
of the transfer market and the distribution of broadcasting revenue. In addition, changes are being considered to address the financial
sustainability of clubs such as more robust ownership rules and tests in relation to board directors and significant shareholders.
In particular, changes to football regulations designed to promote competition could have a significant impact on our business.
Such changes could include changes to the distribution of broadcasting income, changes to the relegation structure of various football
organizations and restrictions on player spending. Any of these changes could make it more difficult for us to acquire top quality
players and, therefore, adversely affect the performance of our first team.
Changes in the format
of the league and cup competitions in which our first team plays, or might in the future play, could have a negative impact on
our results of operations. In addition, in the event that new competitions are introduced to replace existing competitions (for
example, a world super-league), our results of operations may be negatively affected.
There could be a decline in our popularity
or the popularity of football.
There can be no assurance
that football will retain its popularity as a sport around the world together with the associated levels of media coverage. In
addition, we could suffer a decline in popularity. Any decline in popularity could result in lower ticket sales, broadcasting
revenue, sponsorship revenue, a reduction in the value of our players or our brand, or a decline in the value of our securities,
including our Class A, Class B, Class C, and Class D Common Stock. Any one of these events or a combination of such events
could have a material adverse effect on our business, results of operations, financial condition and cash flow.
Risk Related To
Our Possible Future Indebtedness
Our possible future indebtedness
could adversely affect our financial health and competitive position.
We have no debt at
this time. The possibility of building our home stadium may be an occasion of such need for debt financing. Our possible future
indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of such indebtedness.
It could also have negative effects on our business. For example, it could:
| · | limit our ability to pay dividends if we choose to pay such dividends;
|
| · | increase our vulnerability to general adverse economic and industry
conditions; |
| · | require us to dedicate a material portion of our cash flow from operations
to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund the hiring and retention of players
and coaching staff, working capital, capital expenditures and other general corporate purposes; |
| · | limit our flexibility in planning for, or reacting to, changes in
our business and the football industry; |
| · | affect our ability to compete for players and coaching staff; and
|
| · | limit our ability to borrow additional funds. |
Any of these above
situations may affect our financial performance, limit cash flows and possibly limit our ability to be profitable.
To service our possible indebtedness,
we may require cash, and our ability to generate cash is subject to many factors beyond our control.
Our ability to make
payments on and to refinance our possible future indebtedness and to fund planned capital expenditures will depend on our ability
to generate cash in the future. This, to a certain extent, is subject to the performance and popularity of our first team as well
as general economic, financial, competitive, regulatory and other factors that are beyond our control.
We cannot assure you
that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount
sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion
of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our future possible indebtedness
on commercially reasonable terms or at all. Failure to refinance such indebtedness on terms we believe to be acceptable could have
a material adverse effect on our business, financial condition, results of operations and cash flow.
Our possible future indebtedness
may restrict our ability to pursue our business strategies.
Our possible future
indebtedness may restrict our ability to pursue future business strategies such as:
| · | incur additional indebtedness; |
| · | pay dividends or make other distributions or repurchase or redeem
our shares; |
| · | sell assets, including capital stock of restricted subsidiaries; |
| · | enter into agreements restricting our subsidiaries' ability to pay
dividends; |
| · | consolidate, merge, sell or otherwise dispose of all or substantially
all of our assets; |
| · | enter into sale and leaseback transactions; |
| · | enter into transactions with our affiliates; and |
Our ability to comply
with any future covenants and restrictions may be affected by events beyond our control. If we breach any such covenants or restrictions,
the occurrence of any of these events could have a material adverse effect on our business, financial condition and results of
operations.
We cannot be certain that additional
financing will be available on reasonable terms when required, or at all.
From time to time,
we may need additional financing. Our ability to obtain additional financing, if and when required, will depend on investor demand,
our operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing
will be available to us on favorable terms when required, or at all. We may need to raise additional funds through the issuance
of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights
of our Class A, Class B, Class C, and Class D Common Stock, and our existing stockholders may experience dilution.
Risks Related To Ownership Of Our Class A, Class B, Class
C, and Class D Common Stock
Because of its significant share
ownership, our principal shareholder will be able to exert control over us and our significant corporate decisions.
Our principal shareholder,
Peter Schuh, controls 100% of our issued shares and 100% of the outstanding Class A common shares, thus representing 100.00%
of the voting power of our outstanding capital stock. Each Class A, Class B, Class C, and Class D Common Stock share is entitled
to one vote per share. As a result, our principal shareholder will have the ability to determine the outcome of all matters
submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation, or
sale of all or substantially all of our assets. The interests of our principal shareholder might not coincide with the interests
of the other shareholders. This concentration of ownership may harm the value of our Class A, Class B, Class C, and Class D
Common Stock, among other things:
| · | delaying, deferring or preventing a change in control of our Company;
|
| · | impeding a merger, consolidation, takeover or other business combination
involving our Company; or |
| · | causing us to enter into transactions or agreements that are not in
the best interests of all shareholders. |
We may elect to take advantage of
the “controlled company” exemption to the corporate governance rules for National Association of Securities Dealers
Automatic Quotation (NASDAQ)-listed companies, which could make our Class A, Class B, Class C, and Class D Common Stock less
attractive to some investors or otherwise harm our stock price.
Because we qualify
as a “controlled company” under the corporate governance rules for NASDAQ-listed companies, we are not required to
have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent
nominating function. In light of our status as a controlled company, our board of directors has determined not to have an independent
nominating function and has chosen to have the full board of directors be directly responsible for nominating members of our board,
and in the future we could elect not to have a majority of our board of directors be independent or not to have a compensation
committee. Accordingly, should the interests of our controlling stockholder differ from those of other stockholders, the other
stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate
governance rules for NASDAQ-listed companies. Our status as a controlled company could make our Class A, Class B, Class C,
and Class D Common Stock less attractive to some investors or otherwise harm our stock price.
We are an “emerging growth
company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make our
Class A, Class B, Class C, and Class D Common Stock less attractive to investors.
We are an "emerging
growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and, as such, we
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are
not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). We cannot predict if
investors will find our Class A ordinary shares less attractive because we rely on these exemptions. If some investors find
our Class A ordinary shares less attractive as a result, there may be a less active trading market for our Class A ordinary
shares and our share price may be more volatile.
In addition, Section 107
of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"), for complying with
new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies.
The obligations associated with being
a public company require significant resources and management attention.
As a public company
in the United States, we incur legal, accounting and other expenses that we did not previously incur as a private company. We are
subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Sarbanes-Oxley Act, the listing requirements of the NASDAQ Exchange and other applicable securities rules and regulations. Compliance
with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming
or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company."
The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results
of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls
and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company
may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, financial
condition and results of operations. We have made, and will continue to make, changes to our internal controls and procedures for
financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we have
taken, and will continue to take, may not be sufficient to satisfy our obligations as a public company. In addition, these rules
and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For
example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability
insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations
could have a material adverse effect on our business, financial condition, results of operations and cash flow.
In addition, changing
laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies,
increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards
are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in
practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend
to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general
and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory
or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings
against us and our business, financial condition, results of operations and cash flow could be adversely affected.
For as long as we are
an "emerging growth company" under the recently enacted JOBS Act, our independent registered public accounting firm will
not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of
the Sarbanes-Oxley Act. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary
of the completion of our IPO. Furthermore, after the date we are no longer an emerging growth company, our independent registered
public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending
on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective,
our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report
that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated
or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation
of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that
we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements
of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our
ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively
affect our share price.
Anti-takeover provisions in our
organizational documents and Nevada State Law may discourage or prevent a change of control, even if an acquisition would be beneficial
to our shareholders, which could depress the price of our Class A, Class B, Class C, and Class D Common Stock and prevent attempts
by our shareholders to replace or remove our current management.
Under the terms of
our amended articles of incorporation and as permitted under Nevada law, we have elected not to be subject to Nevada’s anti-takeover
law. With the approval of our stockholders, we may amend our articles of incorporation in the future to become governed by the
anti-takeover law. This provision would then have an anti-takeover effect for transactions not approved in advance by our board
of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of
our Class A, Class B, Class C, and Class D Common Stock. By opting out of the Nevada anti-takeover law, third parties could
more easily pursue a takeover transaction that was not approved by our board of directors.
Nevada law provides
that, in certain circumstances, a shareholder who acquires a controlling interest in a corporation, defined in the statute as an
interest in excess of a 1/5, 1/3 or 1/2 interest, has no voting rights in the shares acquired that caused the shareholder to exceed
any such threshold, unless the corporation’s other shareholders, by majority vote, grant voting rights to such shares. We
may opt out of this act by amending our by-laws either before or within ten days after the relevant acquisition of shares. Presently,
our by-laws do not opt out of this act.
The market price of our Class
A, Class B, Class C, and Class D Common Stock may be volatile or may decline regardless of our operating performance, and you
may not be able to resell your shares at or above the initial public offering price.
If you purchase
shares of our Class B, Class C, or Class D Common Stock in our initial public offering, you may not be able to resell
those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our
Class B, Class C, or Class D Common Stock, or the market price following our initial public offering, will equal or
exceed prices in privately negotiated transactions of our shares that may occur from time to time prior to our initial public
offering. The market price of our Class A, Class B, Class C, or Class D Common Stock common stock may fluctuate
significantly in response to numerous factors, many of which are beyond our control, including:
| · | acquisitions of key personnel including players for our first team |
| · | actual or anticipated fluctuations in our revenue and other operating
results; |
| · | the financial projections we may provide to the public, any changes
in these projections or our failure to meet these projections; |
| · | actions of securities analysts who initiate or maintain coverage of
us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or
the expectations of investors; |
| · | additional
shares of our Class A, Class B, Class C, and Class D Common Stock being sold into the
market by us or the existing stockholders or the anticipation of such sales; |
| · | announcements by us or our competitors of significant products or
features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; |
| · | announcements by us or estimates by third parties of actual or anticipated
changes in the size of our user base or the level of user engagement; |
| · | changes in operating performance and stock market valuations of technology
companies in our industry, including our Platform developers and competitors; |
| · | price and volume fluctuations in the overall stock market, including
as a result of trends in the economy as a whole; |
| · | lawsuits threatened or filed against us; |
| · | developments in new legislation and pending lawsuits or regulatory
actions, including interim or final rulings by judicial or regulatory bodies; and |
| · | other events or factors, including those resulting from war or incidents
of terrorism, or responses to these events. |
In addition, the stock
markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity
securities of many technology and media companies. Stock prices of many technology and media companies have fluctuated in a manner
unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities
class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could
subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
We do not currently intend to
pay dividends on our Class A, Class B, Class C, and Class D Common Stock, and, consequently, your ability to achieve a return
on an investment in our Class B, Class C, and Class D Common Stock will depend on appreciation in the price of our Class A, Class
B, Class C, and Class D Common Stock.
We do not currently
intend to pay any cash dividends on our Class A, Class B, Class C, and Class D Common Stock for the foreseeable future. The
payment of any future dividends will be determined by the board of directors in light of conditions then existing, including our
revenue, financial condition and capital requirements, business conditions, corporate law requirements and other factors.
In making your investment decision,
you should not rely on information in public media that is published by third parties. You should rely only on statements made
in this prospectus in determining whether to purchase our shares.
You should carefully
evaluate all of the information in this prospectus. We may receive a high degree of media coverage, including coverage that is
not directly attributable to statements made by our officers and employees, that incorrectly reports on statements made by our
officers or employees, or that is misleading as a result of omitting information provided by us, our officers, or employees. You
should rely only on the information contained in this prospectus in determining whether to purchase our shares of Class B, Class
C, and Class D Common Stock.
We have broad discretion in the use
of the net proceeds from our initial public offering and may not use them effectively.
We cannot specify with
any certainty the particular uses of the net proceeds that we will receive from our initial public offering. Our management will
have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general
corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our
management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the
net proceeds from our initial public offering in a manner that does not produce income or that loses value.
If securities or industry analysts
publish inaccurate or unfavorable research about our business, our stock price could decline.
The trading market
for our Class A, Class B, Class C, and Class D Common Stock will depend in part on the research and reports that securities or
industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our Class A, Class B,
Class C, and Class D Common Stock or publish inaccurate or unfavorable research about our business, our Class A, Class B, Class
C, and Class D Common Stock prices would likely decline.
Interest Rate Risk
We may invest in a
variety of securities, consisting primarily of investments in interest-bearing demand deposit accounts with financial institutions,
tax-exempt money market funds and highly liquid debt securities of corporations and municipalities. By policy, we limit the amount
of credit exposure to any one issuer.
Investments in both
fixed rate and floating rate interest earning products carry a degree of interest rate risk. Fixed rate securities may have their
fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than
predicted if interest rates fall. Due in part to these factors, our income from investments may decrease in the future.
Item 4. DILUTION
Purchasers of our Class B, Class C and Class
D common stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering
"price." Subscribers will not be required to tender funds for their shares, but, instead, must perform certain
promotional services as consideration for their shares. Our board of directors has used its business judgment in setting
a value to the company of $0.00016667 per share for the promotional services to be rendered.
Dilution in net
tangible book value per share represents the difference between the amount per share "paid" by the purchasers of shares
of our Class B, Class C and Class D common stock and the net tangible book value per share immediately after this offering.
After giving effect to the sale of our common stock in this offering at the offering "price" of $0.00016667 per share,
our net tangible book value as of November 30, 2015 would remain the same at $1,980 or $0.00001238 per share, assuming the maximum
offering size. This represents no increase in net tangible book value per share and further represents dilution in net tangible
book value per share of $0.00015432 to new investors who purchase shares in the offering, assuming maximum offering size.
Item 5. PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS
We plan to offer our securities
directly to shareholders. We do not have an underwriter.
Item 6. USE OF PROCEEDS TO ISSUER
Purchasers of our Class B, Class C, and
Class D common stock will not be required to tender funds for their shares, but, instead, must perform certain promotional services
as consideration for their shares. Our board of directors has used its business judgment in setting a value to the company
of $0.00016667 per share for the promotional services to be rendered. Accordingly, there will be no proceeds from the Offering
for use by the Company.
Item 7. DESCRIPTION OF BUSINESS
Our Company—Sprinter Football
Club
We are a
new football/soccer club located in the Metropolitan San Diego, California, USA location. We have no operating experience, have
played zero games, and currently do not have a manager of players, and have zero players. We plan to start playing matches in 2016
and hope to play 20 home games throughout the 2016-2017 season. We will play matches where we give away a portion of seat ticket
sales to various charities. We have no home stadium. During our first year we will rent stadiums to play our matches. We hope to
start stadium planning and construction in 2016 with hopes of having a stadium built by 2018. We have no sponsors at this time.
We have limited assets. We will have various websites that show media content such as tryouts, practices, games, and meetings.
We hope to create a large passionate community that might in turn provide Sprinter Football Club with a worldwide platform to generate
significant revenue from multiple sources including broadcasting, mobile and content, sponsorship, merchandising, product
licensing, and Match-Day.
Our potential global
community of followers will be able to engage with us in a variety of ways:
• We plan to sell our products through
our own website www.sprinterfc.com as well as a variety of third-party retail locations and websites worldwide.
• Games in the Metropolitan San Diego,
California, USA area.
• We plan to undertake exhibition
games and promotional tours on a global basis, enabling us to gain worldwide followers and enable them to see our team play. These
games are in addition to our matches that will take place over the football season.
Our Business Model
and Revenue Drivers
We plan to operate
and manage our business as a single reporting segment—the operation of a professional sports team. However, we review our
revenue through three principal business sectors— Broadcasting, Commercial, and Match-Day.
• Broadcasting: We
hope to benefit from the distribution and broadcasting of live football content. Broadcasting revenue is derived from the television
rights relating to the matches we will play, including hopefully CONCACAF Champions League and other competitions. In addition,
our planned global television channel, SprinterFCTV Network, will potentially be able to deliver Sprinter Football Club programming
to over 190 countries and territories around the world.
• Commercial: Within
the Commercial revenue sector we plan to monetize our brand via three revenue streams: mobile and content; sponsorship; and
retail, merchandising, apparel and product licensing. We anticipate that Commercial revenue will be our fastest growing sector
initially.
• Mobile and
Content: We plan to market content directly to our followers through our website, www.sprinterfc.com, and associated mobile
properties.
• Sponsorship: We
plan to monetize the potential value of our brand and potential community of followers through marketing and sponsorship relationships
with leading international and regional companies around the globe.
• Retail, Merchandising,
Apparel and Product Licensing: We plan to market and sell sports apparel, training and leisure wear and other
clothing featuring the Sprinter Football Club brand on a global basis. In addition, we also plan to sell other licensed products,
from simple household items such as glassware to lawn furniture, featuring the Sprinter Football Club brand and future trademarks.
These products will be distributed through Sprinter Football Club branded retail centers and e-commerce platforms, as well as our
partners' wholesale distribution channels.
• Match-Day: We
plan to play our first year’s matches in stadiums that have a relatively small seating capacity of 7,500 people. We plan
to build a stadium with a capacity of up to 55,000 people, for which we currently do not have funds, which can be completed on
or about 2018.
Industry Overview
Soccer
in the USA and known as Football internationally is one of the most popular spectator sports on Earth and global follower interest
has enabled the sport to commercialize its activities through sponsorship, retail, merchandising, apparel and product licensing,
mobile and content, broadcasting, and Match-Day ticket sales.
Football's
growth and increasing popularity is primarily a product of consumer demand for and interest in live sports whether viewed in person
at the venue or through television and digital media. The sport's revenue growth has been driven by the appetite among consumers,
advertisers, and media distributors for access to and association with these live sports events particular those featuring globally
recognized teams.
As
television and digital media such as broadband Internet and mobile extend their reach globally, the availability of and access
to live games and other content of the leading European leagues has increased and live games are now viewed worldwide. In addition,
advances in new technology continue both to improve the television and digital media user experience and the effectiveness of sponsorships
and advertising on these platforms. These trends further strengthen the commercial benefit of associating with football for media
distributors and advertisers and increase the global opportunities for the sport.
The
major football leagues and clubs in England, France, Germany, Italy, Spain, Argentina and Brazil have established themselves as
the leading global entities due to their history as well as their highly developed television and advertising markets. The combination
of historical success and media development in the core European markets has helped to drive revenue, which in turn enables those
leagues to attract the best players in the world further strengthening their appeal to followers.
Our Competitive
Strengths
We
believe our key competitive strengths are:
• Ability to monetize our brand: The
hope is that the potential popularity and quality of our brand will make us an attractive marketing partner for companies around
the world.
• A globally recognized brand
with a large, worldwide following: We hope to become one of the world's most recognizable brands. We hope to
enjoy the support of a worldwide community of football followers.
• Sought-after content capitalizing
on the proliferation of digital and social media: We plan to produce content that can be followed year-round
by our potential global community of followers. We believe our ability to generate proprietary content, which we can distribute
on our own global platforms as well as via popular third party social media platforms such as Facebook, Twitter, Instagram and
others, should constitute an on-going growth opportunity.
Our Strategy
We
aim to increase our revenue and profitability by expanding our high growth businesses that leverage our brand, global community,
and marketing infrastructure. The key elements of our strategy are:
• Expand our portfolio of global
and regional sponsors: We plan to position ourselves to secure sponsorships with leading brands.
• Develop our retail, merchandising,
apparel and product licensing business: We will focus on developing and growing this business on a global
basis by increasing our product range and improving distribution through our planned development of our wholesale, retail, and
e-commerce channels. In the future we plan to expand our portfolio of product licensees to enhance the range of product offerings
available to our followers.
• Invest in our team, facilities
and other brand enhancing initiatives: We will be committed to investing in our team, our facilities and other initiatives
in hopes to enhance our brand globally. We may develop or brand items such as food and beverage which may have our Corporation’s
logo or name affixed to the items. We expect these initiatives will continue to be key drivers of our sales, profit, and leading
brand recognition going forward.
• Exploit mobile and content
opportunities: The rapid shift of media consumption towards Internet, mobile and social media platforms presents
us with multiple growth opportunities and new revenue streams. Our digital media platforms, such as mobile sites, applications
and social media, are expected to become one of the primary methods by which we engage and transact with our followers around the
world.
In addition to developing our own digital
properties, we intend to leverage third party media platforms and other social media as a means of further engaging with our followers
and creating a source of traffic for our planned digital media assets. Our mobile and content offerings are in the early stages
of development and present opportunities for future growth.
• Enhance the reach and distribution
of our broadcasting rights: We are well positioned to benefit from the increased value and the growth in distribution
associated with football.
Furthermore, SprinterFCTV Network, our
planned global broadcasting platform, hopefully can deliver Sprinter Football Club programming to over 190 countries and territories
around the world. We plan to continue to expand the distribution of SprinterFCTV Network supported by developing its production
and content capabilities.
• Diversify revenue and improve
margins: We aim to gain revenue and operating margins for our business as we further expand our potential high
growth commercial businesses, including sponsorship, retail, merchandising, licensing and mobile and content.
Our Market Opportunity
We
are a new team and have the ability to reach every human with an Internet connection.
Other
markets driving our business include the global advertising market, the global pay television market, and the global apparel market.
We
believe our potential global reach and access to emerging markets will position us for growth.
Our Team's History
We have no team history.
Our Football Operations
Our
football operations will be primarily comprised of the following activities: our first team, our reserve team, our development
academy, our global scouting network, and other operations such as sport science.
First team
It
is intended that our first team will play approximately 20 matches in Metropolitan San Diego, California, USA during the 2016-2017
season at various stadiums.
Our
first team will be led by our manager, supported by an assistant team manager and a club secretary, who in turn are supported by
a team of individuals, including coaches and scouts for both our first team and development academy, medical and physiotherapy
staff, sports science, and performance and match analysis staff.
We
have no players under contract at this time and might not have players until at least 2016.
Transfers
of players between football clubs are governed by entities outside of our control such as FIFA. Each of our players will be signed
under a contract that will restrict movement. Players are currently permitted to move to another club during the term of their
contract if both clubs agree on such transfer. FIFA, football’s governing body, which regulates transfers, occasionally changes
their rules regarding player transfer. We will make every effort to act correctly in the transfer marketplace.
Players on our first
team will typically also enter into an image rights agreement with us, which grants us rights to use their image. The duration
and terms of all contracts will likely vary.
Development academy
Our development academy,
if we choose to implement one, may be a primary source of new talent for our first team as well as a means of developing
players that may be sold to generate transfer income. The aim of our development academy, if implemented, will be to create
a flow of talent from the development academy up to our first team, thereby saving us the expense of purchasing those players
in the transfer market. Players in our development academy and reserve teams may be loaned to other clubs in order to develop
and gain first team experience with those other clubs and enhance their transfer value. Players from our potential development
academy who do not make it into our first team frequently will hopefully achieve a place at another professional football club,
thereby generating income from player loans and transfer fees.
Our development academy
program, if implemented, will consist of one team ranging typically from ages 18 to early 20s. In the future we may have
teams that have youths ages under 18. We may also field a women’s team. The women’s team may be restricted to ages
18 and over. Each team will consist of 15 to 23 players, each of whom is assessed during the season.
Scouting network
Together
with our development academy, our scouting system is planned as a source of our football talent. Through our scouting system, we
plan to recruit players for both our first team and development academy. Our scouting system will consist primarily of a professional
network of staff who scout in general and for specific positions and age groups.
Our
scouting system may range worldwide.
Training facilities
We
plan to invest significant resources into developing a performance center which will contain advanced sports and science evaluation
equipment and computer analysis of training programs. We intend to invest in our training facilities in the near future. We hope
to employ highly experienced training staff to work at the performance center, where we hope to provide physiotherapy, bio-mechanical
analysis and nutritional guidance to our players as part of our goal to ensure that each player is able to achieve peak physical
condition.
Revenue Sectors
Commercial
Our
Commercial revenue is primarily comprised of income from: mobile and content; sponsorship; and retail, merchandising, apparel and
product licensing.
Sponsorship
We
plan that our sponsorship agreements will be negotiated directly by our commercial team. Our sponsors will be granted various rights,
which may include:
• rights in respect to our brand,
logo, and other intellectual property;
• rights in respect of our player
and manager imagery;
• the right to administer promotions
targeted at customers whose details will be stored on our Customer Relationship Management (CRM) database.
• exposure on our television platform,
SprinterFCTV Network;
• exposure on our website www.sprinterfc.com;
• exposure on digital perimeter advertising
boards at the stadiums where we play matches; and
• exposure on interview backdrops.
We
plan to retain the ownership rights in our intellectual property. Any use of our intellectual property rights by sponsors is would
be under license.
Sponsorship development
and strategy
We
plan to pursue our global and regional sponsorship deals through an infrastructure for commercial activities. We hope to have a
dedicated sales team, recruited from multiple continents, which will be located in Metropolitan San Diego, California, USA, as
well as other cities in other countries if deemed necessary and advantageous for business, that focuses on developing commercial
opportunities and sourcing new sponsors. We plan to target potential sponsors we believe will benefit from association with our
brand and have the necessary financial resources to support an integrated marketing relationship. We hope to cultivate strong relationships
with our potential sponsors and we hope to generate significant revenue and properly leverage our sponsors’ co-branded marketing
strategies to grow our brand. We hope to be successful in executing a global geographic and product segmented approach to selling
our sponsorship rights.
We
plan to offer sponsorship category exclusivity on a global basis to companies within particular industries, such as airline, training
kit, sustainable technology, medical systems, diesel engines, tires, vitamins, wine, logistics, printing, jewelry, betting, spirits,
paint, kit, beer, food, social gaming, soft drinks, and personal care.
We also plan to offer
sponsorship exclusivity within a particular geography for certain industries.
In
seeking any individual partnership we aim to establish an indicative value for that sponsorship based on the prospective sponsor's
industry and marketing objectives. We will only pursue a sponsorship if we believe it reflects the value we deliver.
We
believe that certain key economic sectors play an active role in sports sponsorship. We hope to have sponsors in a number of these
sectors and we believe that there is significant potential to expand this potential sponsorship platform by selectively targeting
companies within the remaining sectors and by growing revenue in existing sectors through such sponsorship arrangements.
We
plan to create and grow our sponsorship portfolio by developing our geographic and product category segmented approach, which we
hope will include partnering with global and regional sponsors. We plan to grow and expand into emerging markets that may include
Asia and Africa.
Our current sponsors
We
have no current sponsors.
Exhibition games
and promotional tours
We
plan to conduct exhibition games and promotional tours on a global basis. Our planned promotional tours will hopefully allow us
to engage with our prospective followers, support the marketing objectives of our sponsors and extend the reach of our brand in
planned strategic markets. These promotional tours, some which will be for charity, are in addition to our planned matches in Metropolitan
San Diego.
We
plan to receive a share of the ticket revenue as well as license fees for the television broadcast and digital media distribution
of each exhibition game. We also plan to generate revenue from tour opportunities sold to new sponsorship partners. We believe
promotional tours represent a significant growth opportunity.
Sponsorship income
from Leagues
In
addition to revenue from contracts that we negotiate ourselves, we plan to receive revenue from sponsorship arrangements negotiated
by third parties. We have no way of knowing at this time what those contracts might entail. We will plan to enter arrangements
that are advantageous to Sprinter Football Club.
Retail, Merchandising and
Product Licensing, Apparel and E-Commerce
We
plan to retain full control of the use and monetization of our intellectual property rights worldwide in the areas of retail, merchandising,
apparel and product licensing.
Retail
In
addition to our planned online retail store at www.sprinterfc.com, we plan to have Sprinter Football Club branded retail stores
in various worldwide locations.
Merchandising and
Product Licensing
Sprinter
Football Club plans to merchandise its goods worldwide. We plan to receive royalties from the sales of specific Sprinter Football
Club branded products. Under some product licensing agreements we may only receive a minimum guaranteed payment from the licensee.
Some licensees may be granted exclusive rights under specific product categories on a global basis. Others may be granted exclusive
rights under specific product categories, but only within a specific country or geographic region. Some licensees may be permitted
to sublicense within their geographic region.
Apparel
Replica uniforms,
training gear
The
Sprinter Football Club jersey and training gear may be redesigned each season.
E-Commerce
We
plan to offer a broad range of other apparel, equipment, and gear such as balls, luggage, and other accessories such as household
items such as bedroom, kitchen, and bathroom accessories, and collectibles, souvenirs, and other gifts. We plan to receive an industry
standard royalty amounting to a percentage of gross sales of the merchandise sales generated online.
We
believe there is a significant opportunity for us to create and grow our e-commerce capabilities through improved digital shopping
experiences, greater product availability and more efficient fulfillment. Specifically, we intend to target merchandise offerings
to our prospective followers using their stated preferences and historical behavior. In addition, we plan to enable global and
regional product delivery and payment collection. We plan to develop partnerships with companies that have expertise in e-commerce,
logistics and distribution by geographic region in order to grow our planned online retailing and integrate it across our planned
mobile and content platforms.
Mobile and
Content
Digital media
Our
planned website, www.sprinterfc.com, will be published in several different languages.
The
proliferation of digital television, broadband Internet, smartphones, mobile applications and social media globally provides our
business with many potential opportunities to extend the reach of our planned content. Specifically, we intend to use our website
and other digital media platforms for direct-to-consumer businesses, including but not limited to selling premium services such
as international digital memberships, video and exclusive content subscriptions, other media services and e-commerce. We will also
attempt to leverage our digital media platform to generate customer data and information as well as follower profiles of commercial
value to our sponsors, our media partners, and to us. We believe that in the future, digital media will be one of the primary means
through which we engage and interact with our follower base.
Content and localization
Our
planned digital media properties are an important means through which we hope to engage with our potential international fan base.
We believe our followers generally prefer to consume our content in their language and context. We believe we can effectively deliver
tailored services to our followers globally through various language offerings, geographic targeting and personalized content.
We currently have planned international language websites in several languages under consideration including but not limited to
English, Spanish, French, Arabic, Mandarin, Japanese and Korean, and which hopefully will enable us to engage with our followers
in their native language. Other languages under consideration include, but are not limited to, German, Italian, Portuguese and
Russian.
Mobile services
and applications
We
plan to offer digital content to mobile devices under our planned "SprinterFCTV Network" brand. Users can access content
and a video service via a "SprinterFCTV Network" wireless application protocol or mobile site.
There
has been a significant increase in the prevalence of broadband mobile and video-enabled mobile devices in recent years. Mobile
devices such as the Apple iPhone and those based on the Android operating system enable consumers to browse the Internet, watch
video, access dedicated applications and conduct e-commerce through their mobile device. As a consequence, we expect our followers
are increasingly able to seek access our website and other content via mobile devices.
We
intend to develop multi-platform mobile sites and mobile applications that will facilitate access for our followers to our content
across a range of devices and carriers in order to meet global demand.
Video on demand
The
proliferation of broadband Internet and mobile access also allows us to offer the planned video on demand to our followers around
the world. Through our website, we plan to provide video on demand to our followers in a variety of formats and commercial models.
Some video on demand content will be free to all users, some content is only accessible upon registration, and some content, as
in the case of live preseason tour matches, may be available on a pay-per-view basis.
Going
forward we intend to leverage the planned video production assets to generate improved and localized content such as high-definition
match highlights, original studio programs and in-depth features on the club's players, staff, and history. Depending on the market
we may offer video on demand services via our potential media partners as part of a comprehensive suite of content rights as well
as on a direct-to-consumer basis.
Social media
We
believe there is a significant opportunity to leverage the capabilities of social media platforms to enhance our relationships
with our followers around the world. By establishing an official presence on these platforms we believe we will be able to provide
connections with our follower base and improve our ability to market and sell products and services to our followers.
Customer relationship
management
One
of our strategic objectives will be to further develop our understanding of and deepen the relationships with our followers. We
plan to operate a Customer Relationship Management (CRM) database in order to understand the size, location, demographics and characteristics
of our follower base on an aggregated basis. Our CRM database should enable us to target more effectively our product and service
offerings such as digital subscription services, merchandise, and tickets. A deep understanding of our follower base is also valuable
to sponsors and media partners who seek to access specific customer categories with targeted and relevant advertising.
Broadcasting
Broadcasting
includes all planned revenue covering domestic and international television and radio rights to matches we play, the CONCACAF Champions
League, and domestic cup competitions. Potential revenue from the sale of television rights will be represented by both free television
and pay television worldwide. In addition, our planned wholly-owned global media channel SprinterFCTV Network, plans to deliver
Sprinter Football Club programming to over 190 countries and territories around the world.
Broadcasting
revenue including in some cases prize money received by us in respect of various competitions will vary from year to year as a
result of variability in the amount of available prize money and the performance of our first team in such competitions.
SprinterFCTV Network
SprinterFCTV
Network is our planned wholly-owned global television channel to be broadcast in numerous countries. SprinterFCTV Network will
broadcast a wide variety of content which is hopefully compelling to our global community of followers, including news, game highlights,
and exclusive coverage of our club.
Depending
on the market, we may offer our suite of media rights as a bundle giving exclusive access to one multi-platform media provider
or offer SprinterFCTV Network as a single product to television distributors. SprinterFCTV Network will be designed to offer a
range of content generated from its own production facilities.
SprinterFCTV
Network plans to feature a range of content, the primary categories of which are:
• live coverage of promotional tours
and exhibition games;
• highlights from games and other
time-delayed game footage;
and
• lifestyle programming and other
exclusive content profiling the club, our history, our manager, our staff, and our players.
Match-Day
We
hope to build a stadium in the Metropolitan San Diego area with a capacity in the range of up to 55,000 people that would have
all the modern luxuries of any new stadium, including luxury boxes, executive club seats, restaurants, and sports bars. We hope
to derive revenue from the sale of food, drinks, programs, event parking, and hospitality packages on Match-Days.
Membership Program
We
plan to operate a membership program. Individuals who become Official Members have the opportunity to apply for tickets to all
home matches.
Financial Fair Play
Regulations
We
are not bound at this time, but we may be in the future, to what is termed “Financial Fair Play”.
Social Responsibility
The Sprinter
Football Club Foundation
We
plan to be committed to a wide-ranging corporate social responsibility program through the Sprinter Football Club Foundation that
we plan to develop.
Competition
From
a business perspective, we plan to compete across many different industries and within many different markets. We believe our primary
sources of competition include, but are not limited to:
• Football clubs: We
plan to compete against other football clubs worldwide for match attendance and Match-Day revenue. We will compete against football
clubs in San Diego, Los Angeles, and Tijuana, Mexico, and the rest of the world to attract the best players and coaches in the
global transfer and football staff markets.
• Digital media: We
plan to compete against other digital content providers for consumer attention and leisure time, advertiser income, and consumer
e-commerce activity.
• Merchandise and apparel: We
plan to compete against other providers of sports apparel and equipment.
• Sponsorship: We
plan to compete against many different outlets for corporate sponsorship and advertising income, including other sports and other
sports teams, other entertainment and events, television and other traditional and digital media outlets.
• Live entertainment: We
compete against alternative forms of live entertainment for the sale of Match-Day tickets, including other live sports, concerts,
festivals, theatre, and similar events.
We
do not believe there is any single market for which we have a well-defined group of competitors.
Legal Proceedings
We
expect to be involved in various routine legal proceedings incident to the ordinary course of our business. At this time we are
not involved in any legal proceedings.
Customers
We
have no customers at this time.
Item 8. DESCRIPTION OF PROPERTY
We
have no real property.
Intellectual Property
We
consider intellectual property to be important to the operation of our business and critical to driving growth in our Commercial
revenue, particularly with respect to sponsorship revenue. Certain of our commercial partners will negotiate for rights to use
our intellectual property. In order to protect our brand we generally will have contractual rights to approve uses of our intellectual
property by our commercial partners.
We
consider our brand to be a key business asset and, therefore, plan to have a portfolio of Sprinter Football Club related registered
trademarks and trademark applications. We plan to procure copyright protection and copyright ownership of materials such as logos,
literary works, photographic images and audio-visual footage.
Enforcement
of our trademark rights will be important in maintaining the value of the Sprinter Football Club brand.
In
relation to materials for which copyright protection is available (such as logos, literary works, photographic images, and audio-visual
footage), our planned practice will be generally to secure copyright ownership where possible and appropriate. It is not always
possible to secure ownership protection for these rights.
Item 9. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We have a very limited operation history.
Our assets are our startup assets. $2000 cash was deposited to open the bank account at Bank of the West. $3000 was provided for
legal expenses for the purposes of the formation of the corporation, paid for by the founder, Peter Allen Schuh, in exchange for
100,000,000 shares of the Company’s Class A Common Stock. We have incurred legal and bank expenses in the startup of operations.
The following few pages are the Corporation’s (Unaudited)
Financial Statements.
The rest of this page has been left blank on
purpose.
| Income Statement | |
| |
| July 01, 2015 to November 30, 2015 | |
| |
| (total operations reporting period) | |
| |
| | |
30-Nov-15 | |
| NET SALES | |
| |
| Cost of Sales | |
| 0 | |
| GROSS PROFIT | |
| 0 | |
| Operating Expenses: | |
| | |
| Selling, General and Administrative | |
| 3,020 | |
| Depreciation and Amortization | |
| 0 | |
| Total Operating Expenses | |
| 3,020 | |
| OPERATING INCOME | |
| (3,020 | ) |
| Interest and Other (Income) Expense | |
| 0 | |
| Interest and Investment Income | |
| 0 | |
| Interest Expense | |
| 0 | |
| Other | |
| 0 | |
| Interest and Other, net | |
| 0 | |
| EARNINGS BEFORE PROVISION FOR INCOME TAXES | |
$ | (3,020 | ) |
| Provision For Income Taxes | |
| 0 | |
| NET EARNINGS | |
$ | (3,020 | ) |
| Weighted Average Common Shares | |
| 100,000,000 | |
| BASIC EARNINGS PER SHARE | |
$ | (0.00003020 | ) |
| Diluted Weighted Average Common Shares (100,000,000 for 75% of reporting period) | |
| 75,000,000 | |
| DILUTED EARNINGS PER SHARE | |
$ | (0.00004027 | ) |
| Balance Sheet | |
| |
| First Report Of Financial Information (July 01, 2015 - November 30, 2015) | |
30-Nov-15 | |
| | |
| | |
| ASSETS | |
| | |
| Current Assets: | |
| | |
| Cash And Cash Equivalents | |
$ | 1,980 | |
| Receivables, Net | |
| 0 | |
| Merchandise Inventories | |
| 0 | |
| Other Current Assets | |
| 0 | |
| Total Current Assets | |
| 1,980 | |
| Property And Equipment, At Cost | |
| 0 | |
| Less Accumulated Depreciation And Amortization | |
| 0 | |
| Net Property And Equipment | |
| 0 | |
| Goodwill | |
| 0 | |
| Other Assets | |
| 0 | |
| Total Assets | |
$ | 1,980 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| Current Liabilities: | |
| 0 | |
| Short-Term Debt | |
| 0 | |
| Accounts Payable | |
| 0 | |
| Accrued Salaries And Related Expenses | |
| 0 | |
| Sales Taxes Payable | |
| 0 | |
| Deferred Revenue | |
| 0 | |
| Income Taxes Payable | |
| 0 | |
| Current Installments Of Long-Term Debt | |
| 0 | |
| Other Accrued Expenses | |
| 0 | |
| Total Current Liabilities | |
| 0 | |
| Long-Term Debt, Excluding Current Installments | |
| | |
| Other Long-Term Liabilities | |
| 0 | |
| Deferred Income Taxes | |
| 0 | |
| Total Liabilities | |
| 0 | |
| STOCKHOLDERS’ EQUITY | |
| | |
| Paid-In Capital | |
| 1,000 | |
| Paid-In Capital In Excess Of Par | |
| 4,000 | |
| Retained Earnings | |
| (3,020 | ) |
| Accumulated Other Comprehensive (Loss) Income | |
| 0 | |
| Treasury Stock | |
| 0 | |
| Total Stockholders’ Equity | |
| 1,980 | |
| Total Liabilities and Stockholders’
Equity | |
$ | 1,980 | |
| | |
| | |
| |
| Statement Of Cash Flows | |
30-Nov-15 | | |
1-Jul-15 | |
| | |
| | |
(Start of | |
| | |
| | |
Operations) | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net Earnings | |
| 0 | | |
| 0 | |
| Reconciliation Of Net Earnings To Net Cash Provided By Operating Activities: | |
| | | |
| | |
| Depreciation And Amortization | |
| 0 | | |
| 0 | |
| Stock-Based Compensation Expense | |
| 0 | | |
| 0 | |
| Gain On Sales Of Investments | |
| 0 | | |
| 0 | |
| Goodwill Impairment | |
| 0 | | |
| 0 | |
| Changes In Assets And Liabilities, Net Of The Effects Of Acquisitions: | |
| | | |
| | |
| Receivables, Net | |
| 0 | | |
| 0 | |
| Merchandise Inventories | |
| 0 | | |
| 0 | |
| Other Current Assets | |
| 0 | | |
| 0 | |
| Accounts Payable And Accrued Expenses | |
| 0 | | |
| 0 | |
| Deferred Revenue | |
| 0 | | |
| 0 | |
| Income Taxes Payable | |
| 0 | | |
| 0 | |
| Deferred Income Taxes | |
| 0 | | |
| 0 | |
| Other Long-Term Liabilities | |
| 0 | | |
| 0 | |
| Other | |
| 0 | | |
| 0 | |
| Net Cash Used By
Operating Activities | |
| (3,020 | ) | |
| 0 | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Capital Expenditures | |
| 0 | | |
| 0 | |
| Proceeds From Sales Of Investments | |
| 0 | | |
| 0 | |
| Payments For Businesses Acquired, Net | |
| 0 | | |
| 0 | |
| Proceeds From Sales Of Property And Equipment | |
| 0 | | |
| 0 | |
| Net Cash Provided
From Investing Activities | |
| 0 | | |
| 0 | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds From Short-Term Borrowings, Net | |
| 0 | | |
| 0 | |
| Proceeds From Long-Term Borrowings, Net Of Discount | |
| 0 | | |
| 0 | |
| Repayments Of Long-Term Debt | |
| 0 | | |
| 0 | |
| Repurchases Of Common Stock | |
| 0 | | |
| 0 | |
| Proceeds From Sales Of Common Stock | |
| 5,000 | | |
| 0 | |
| Cash Dividends Paid To Stockholders | |
| 0 | | |
| 0 | |
| Other Financing Activities | |
| 0 | | |
| 0 | |
| Net Cash Provided
From Financing Activities | |
| 5,000 | | |
| 0 | |
| Change In Cash And Cash Equivalents | |
| 1,980 | | |
| 0 | |
| Effect of Exchange Rate Changes On Cash And Cash Equivalents | |
| 0 | | |
| 0 | |
| Cash And Cash Equivalents at Beginning Of Period | |
| 0 | | |
| 0 | |
| Cash And Cash Equivalents At End Of Period | |
| 1,980 | | |
| 0 | |
| SUPPLEMENTAL DISCLOSURE OF CASH PAYMENTS MADE FOR: | |
| | | |
| | |
| Interest, Net Of Interest Capitalized | |
| 0 | | |
| 0 | |
| Income Taxes | |
| 0 | | |
| 0 | |
Statement of Stockholder Equity
| Share Amounts |
| |
| |
| |
| |
Accumulated | |
| |
| |
| |
| in (000,000) |
| |
| |
| |
| |
Other | |
| |
| |
Stock- | |
| |
Common Stock | |
Paid-In | |
Retained | |
Comprehensive | |
Treasury Stock | |
Holders’ | |
| |
Shares | |
Amount | |
Capital | |
Earnings | |
Income (Loss) | |
Shares | |
Amount | |
Equity | |
| Balance 11/30/2015 |
100 | |
$0.00005 | |
$5,000 | |
$(3,020) | |
— | |
— | |
— | |
$1,980 | |
| Net Earnings |
| – | |
| – | |
| – | |
$ | (3,020 | ) |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Shares Issued Under Employee Stock Plans |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Tax Effect of Stock-Based Compensation |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Foreign Currency Translation Adjustments |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Cash Flow Hedges, net of tax |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Stock Options, Awards and Amortization of Restricted Stock |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Repurchases of Common Stock |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Cash Dividends |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| – | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Issuance of Common Stock |
| 100 | |
$ | 0.00005 | |
$ | 5,000 | |
| – | |
| – | |
| – | |
| – | |
| – | |
Executive Summary of Financial Condition and Results of Operations.
Revenue: We had no revenue as we are beginning operations and
not playing matches yet.
Gross Profit: We have no gross profit as we have zero revenue.
We are operating at a loss.
Operating Expenses: We had a financial loss of $ (3,020) for
the period until November 30, 2015 and are expected to continue operating at a loss until significant revenues are generated either
from matches or other revenue streams are developed.
Diluted Earnings Per Share: We operated at a loss of (0.00004027)
per share.
Assets: $1,980.
Management’s Responsibility for Financial Statements
The financial statements presented here have been prepared with
integrity and objectivity and are the responsibility of the management of Sprinter Football Club, Inc. These financial statements
have been prepared in conformity with U.S. generally accepted accounting principles and properly reflect certain estimates
and judgments based upon the best available information.
Management’s Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and with the participation of our management, including
our Chief Executive Officer we conducted an evaluation of the effectiveness of our internal control over financial reporting as
of December 23, 2015 based on the framework in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, our management concluded
that our internal control over financial reporting was effective as of December 23, 2015 in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.
I certify these above statements to be true and accurate.
| /S/
Peter Allen Schuh |
|
|
| Name:
Peter Allen Schuh |
|
|
| Title: CEO |
|
|
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT
EMPLOYEES
| Name |
Position |
Age |
Term of Office |
Approximate hours per
week for part-time
employees |
| Executive Officers: |
|
|
|
|
| Peter Allen Schuh |
Chief Executive Officer |
42 |
1-Jul-2015 |
|
| Directors: |
|
|
|
|
| Peter Allen Schuh |
Director, Chairman |
42 |
1-Jul-2015 |
|
| Significant Employees: |
|
|
|
N/A |
Peter Allen Schuh, age 42, is a 1996 graduate
of California Polytechnic State University at San Luis Obispo. He was employed at Merrill Lynch until 1997. Following Merrill Lynch
he founded and was the chief executive officer of Labrador Investment Advisors, Inc., which ran the Labrador Mutual Fund, a socially
responsible mutual fund, from 1998 to 2001. Following the mutual fund, he developed and owns four patents in the alternative energy
and water purification sectors with the United States Patent and Trademark Office (USPTO). The patents are USPTO 7591088, USPTO
8017366, USPTO 8043496 and USPTO 8137717. Mr. Schuh played during the 1995-1996 season for the national champion Central Coast
Road-Runners of the United States Independent Soccer League (USISL). The USISL has since changed its name to the United Soccer
League (USL). He has been a USSF referee since 1986.
Item 11. COMPENSATION OF DIRECTORS AND EXECUTIVE
OFFICERS
| Name |
Capacities in which
compensation was received
(e.g., Chief Executive Officer,
director, etc.) |
Cash
Compensation
($) |
Other
Compensation
($) |
Total
Compensation
($) |
| Peter Allen Schuh |
Chief Executive Officer |
0 |
0 |
0 |
Item 12. SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN SECURITY HOLDERS
| Title of class |
Name and address of
beneficial owner |
Amount and nature of
beneficial ownership
acquirable |
Percent of
class |
| Class A Common |
Peter Allen Schuh
2344 Corte De La Jara, Pleasanton, CA 94566 |
As founder, 100,000,000 |
100.00 |
Item 13. INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS
N/A
Item 14. SECURITIES BEING OFFERED
The following summary
of the terms of our capital stock is qualified in its entirety by reference to the applicable provisions of Nevada law.
Capital Stock
The corporation
is authorized to issue four classes of Common Stock; namely, Class A, Class B, Class C, and Class D Common Stock, with all of
said shares having a par value of one one-hundred thousandth of a dollar ($.00001) per share. The total number of shares of Common
Stock this corporation is authorized to issue is 400,000,000, with there being 340,000,000 authorized shares of Class A Common
Stock, 40,000,000 authorized shares of Class B Common Stock, 10,000,000 authorized shares of Class C Common Stock, and 10,000,000
authorized shares of Class D Common Stock. The board of directors is also authorized to determine or alter the rights, preferences,
privileges, and restrictions granted to or imposed upon any wholly unissued class of Common Stock and, within the limits and restrictions
stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any class,
to increase or decrease (but not below the number of shares of any such class then outstanding) the number of shares of any class
subsequent to the issue of shares of that class.
The designations
and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock
and the manner in which shares of stock are to be voted for the election of directors and upon any other matter coming before
a meeting of shareholders are as follows:
(a) Each
share of Common Stock, regardless of class, shall be entitled to one vote per share. Dividends may be paid pro rata to the holders
of the Common Stock, regardless of class, as and when declared by the board of directors out of any funds of the corporation legally
available therefor. Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the
assets of the corporation shall be distributed pro rata to the holders of the Common Stock, regardless of class. The holders of
Common Stock shall not be entitled to any preemptive or preferential right to subscribe for or purchase any shares of capital
stock of the corporation or any securities convertible into shares of capital stock of the corporation.
(b) No
person may own more than 200 shares of Class B Common Stock. Furthermore, Class B Common Stock may only be issued to people who
are living individuals at least eighteen (18) years old, or to the parent or legal guardian of a minor, whose residence at the
time of issuance is within any of the following postal zip codes:
91901, 91902, 91903, 91908,
91909, 91910, 91911, 91912, 91913, 91914, 91915, 91916, 91921, 91932, 91933, 91935, 91941, 91942, 91943, 91944, 91945, 91946,
91950, 91951, 91976, 91977, 91978, 91979, 92003, 92007, 92008, 92009, 92010, 92011, 92013, 92014, 92018, 92019, 92020, 92021,
92022, 92023, 92024, 92025, 92026, 92027, 92028, 92029, 92030, 92033, 92037, 92038, 92039, 92040, 92046, 92049, 92051, 92052,
92054, 92055, 92056, 92057, 92058, 92059, 92060, 92061, 92064, 92065, 92066, 92067, 92068, 92069, 92070, 92071, 92072, 92074,
92075, 92078, 92079, 92081, 92082, 92083, 92084, 92085, 92086, 92088, 92091, 92092, 92093, 92096, 92101, 92102, 92103, 92104,
92105, 92106, 92107, 92108, 92109, 92110, 92111, 92112, 92113, 92114, 92115, 92116, 92117, 92118, 92119, 92120, 92121, 92122,
92123, 92124, 92126, 92127, 92128, 92129, 92130, 92131, 92132, 92134, 92135, 92136, 92137, 92138, 92139, 92140, 92142, 92143,
92145, 92147, 92149, 92150, 92152, 92153, 92154, 92155, 92158, 92159, 92160, 92161, 92163, 92165, 92166, 92167, 92168, 92169,
92170, 92171, 92172, 92173, 92174, 92175, 92176, 92177, 92178, 92179, 92182, 92186, 92187, 92190, 92191, 92192, 92193, 92195,
92196, 92197, 92198, 92199, 92503, 92504, 92508, 92518, 92530, 92531, 92532, 92536, 92539, 92543, 92544, 92545, 92546, 92548,
92551, 92552, 92562, 92563, 92564, 92567, 92570, 92571, 92572, 92581, 92582, 92583, 92584, 92585, 92586, 92587, 92589, 92590,
92591, 92592, 92593, 92595, 92596, 92599, 92602, 92603, 92604, 92606, 92607, 92609, 92610, 92612, 92614, 92615, 92616, 92617,
92618, 92619, 92620, 92623, 92624, 92625, 92626, 92627, 92628, 92629, 92630, 92637, 92646, 92650, 92651, 92652, 92653, 92654,
92656, 92657, 92658, 92659, 92660, 92661, 92662, 92663, 92672, 92673, 92674, 92675, 92676, 92677, 92678, 92679, 92688, 92690,
92691, 92692, 92693, 92694, 92697, 92698, 92701, 92702, 92703, 92704, 92705, 92706, 92707, 92708, 92711, 92712, 92728, 92735,
92780, 92781, 92782, 92799, 92808, 92856, 92857, 92859, 92862, 92863, 92864, 92866, 92869, 92877, 92878, 92879, 92881, 92882,
92883.
(c) Issuance
of Class C Common Stock shall be restricted such that no person may own more than 4,800 shares of the Class C Common Stock. Furthermore,
Class C Common Stock may only be issued to people who are living individuals at least eighteen (18) years old, or a business entity
legally qualified to do business, who is conducting business by offering food or beverage at a physical location open to the public
in one or more of the following postal zip codes:
91901, 91902, 91903, 91908,
91909, 91910, 91911, 91912, 91913, 91914, 91915, 91916, 91921, 91932, 91933, 91935, 91941, 91942, 91943, 91944, 91945, 91946,
91950, 91951, 91976, 91977, 91978, 91979, 92003, 92007, 92008, 92009, 92010, 92011, 92013, 92014, 92018, 92019, 92020, 92021,
92022, 92023, 92024, 92025, 92026, 92027, 92028, 92029, 92030, 92033, 92037, 92038, 92039, 92040, 92046, 92049, 92051, 92052,
92054, 92055, 92056, 92057, 92058, 92059, 92060, 92061, 92064, 92065, 92066, 92067, 92068, 92069, 92070, 92071, 92072, 92074,
92075, 92078, 92079, 92081, 92082, 92083, 92084, 92085, 92086, 92088, 92091, 92092, 92093, 92096, 92101, 92102, 92103, 92104,
92105, 92106, 92107, 92108, 92109, 92110, 92111, 92112, 92113, 92114, 92115, 92116, 92117, 92118, 92119, 92120, 92121, 92122,
92123, 92124, 92126, 92127, 92128, 92129, 92130, 92131, 92132, 92134, 92135, 92136, 92137, 92138, 92139, 92140, 92142, 92143,
92145, 92147, 92149, 92150, 92152, 92153, 92154, 92155, 92158, 92159, 92160, 92161, 92163, 92165, 92166, 92167, 92168, 92169,
92170, 92171, 92172, 92173, 92174, 92175, 92176, 92177, 92178, 92179, 92182, 92186, 92187, 92190, 92191, 92192, 92193, 92195,
92196, 92197, 92198, 92199, 92503, 92504, 92508, 92518, 92530, 92531, 92532, 92536, 92539, 92543, 92544, 92545, 92546, 92548,
92551, 92552, 92562, 92563, 92564, 92567, 92570, 92571, 92572, 92581, 92582, 92583, 92584, 92585, 92586, 92587, 92589, 92590,
92591, 92592, 92593, 92595, 92596, 92599, 92602, 92603, 92604, 92606, 92607, 92609, 92610, 92612, 92614, 92615, 92616, 92617,
92618, 92619, 92620, 92623, 92624, 92625, 92626, 92627, 92628, 92629, 92630, 92637, 92646, 92650, 92651, 92652, 92653, 92654,
92656, 92657, 92658, 92659, 92660, 92661, 92662, 92663, 92672, 92673, 92674, 92675, 92676, 92677, 92678, 92679, 92688, 92690,
92691, 92692, 92693, 92694, 92697, 92698, 92701, 92702, 92703, 92704, 92705, 92706, 92707, 92708, 92711, 92712, 92728, 92735,
92780, 92781, 92782, 92799, 92808, 92856, 92857, 92859, 92862, 92863, 92864, 92866, 92869, 92877, 92878, 92879, 92881, 92882,
92883.
d) Issuance of
Class D Common Stock shall be restricted such that no person may own more than 4,800 shares of the Class D Common Stock. Furthermore,
Class D Common Stock may only be issued to people who are living individuals at least eighteen (18) years old who have more than
3,000 “friends” or “followers” on Facebook and reside in one of the following postal zip codes:
91901, 91902, 91903, 91908,
91909, 91910, 91911, 91912, 91913, 91914, 91915, 91916, 91921, 91932, 91933, 91935, 91941, 91942, 91943, 91944, 91945, 91946,
91950, 91951, 91976, 91977, 91978, 91979, 92003, 92007, 92008, 92009, 92010, 92011, 92013, 92014, 92018, 92019, 92020, 92021,
92022, 92023, 92024, 92025, 92026, 92027, 92028, 92029, 92030, 92033, 92037, 92038, 92039, 92040, 92046, 92049, 92051, 92052,
92054, 92055, 92056, 92057, 92058, 92059, 92060, 92061, 92064, 92065, 92066, 92067, 92068, 92069, 92070, 92071, 92072, 92074,
92075, 92078, 92079, 92081, 92082, 92083, 92084, 92085, 92086, 92088, 92091, 92092, 92093, 92096, 92101, 92102, 92103, 92104,
92105, 92106, 92107, 92108, 92109, 92110, 92111, 92112, 92113, 92114, 92115, 92116, 92117, 92118, 92119, 92120, 92121, 92122,
92123, 92124, 92126, 92127, 92128, 92129, 92130, 92131, 92132, 92134, 92135, 92136, 92137, 92138, 92139, 92140, 92142, 92143,
92145, 92147, 92149, 92150, 92152, 92153, 92154, 92155, 92158, 92159, 92160, 92161, 92163, 92165, 92166, 92167, 92168, 92169,
92170, 92171, 92172, 92173, 92174, 92175, 92176, 92177, 92178, 92179, 92182, 92186, 92187, 92190, 92191, 92192, 92193, 92195,
92196, 92197, 92198, 92199, 92503, 92504, 92508, 92518, 92530, 92531, 92532, 92536, 92539, 92543, 92544, 92545, 92546, 92548,
92551, 92552, 92562, 92563, 92564, 92567, 92570, 92571, 92572, 92581, 92582, 92583, 92584, 92585, 92586, 92587, 92589, 92590,
92591, 92592, 92593, 92595, 92596, 92599, 92602, 92603, 92604, 92606, 92607, 92609, 92610, 92612, 92614, 92615, 92616, 92617,
92618, 92619, 92620, 92623, 92624, 92625, 92626, 92627, 92628, 92629, 92630, 92637, 92646, 92650, 92651, 92652, 92653, 92654,
92656, 92657, 92658, 92659, 92660, 92661, 92662, 92663, 92672, 92673, 92674, 92675, 92676, 92677, 92678, 92679, 92688, 92690,
92691, 92692, 92693, 92694, 92697, 92698, 92701, 92702, 92703, 92704, 92705, 92706, 92707, 92708, 92711, 92712, 92728, 92735,
92780, 92781, 92782, 92799, 92808, 92856, 92857, 92859, 92862, 92863, 92864, 92866, 92869, 92877, 92878, 92879, 92881, 92882,
92883.
Preferred Stock
Our board of directors
is authorized, subject to limitations prescribed by Nevada law and our articles of incorporation, to determine the terms and conditions
of preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares
to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors also
is authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by
the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control
of our company and may adversely affect the voting and other rights of the holders of our Class A, Class B, Class C, and Class
D Common Stock, which could have an adverse impact on the market price of our Class A, Class B, Class C, and Class D Common Stock.
We have no current plan to issue any shares of preferred stock.
Certain Articles of Incorporation, By-Laws and Statutory Provisions
The provisions of our
amended articles of incorporation and by-laws and of the Nevada General Corporation Law summarized below may have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including
an attempt that might result in your receipt of a premium over the market price for your shares.
Limitation of Liability of Officers
and Directors
Nevada law currently
provides that our directors will not be personally liable to our company or our stockholders for monetary damages for any act or
omission as a director other than in the following circumstances:
| · | the director breaches his fiduciary duty to our company or our stockholders
and such breach involves intentional misconduct, fraud or a knowing violation of law; or |
| · | our company makes an unlawful payment of a dividend or unlawful stock
purchases, redemptions or other distribution. |
As a result, neither
we nor our stockholders have the right, through stockholders’ derivative suits on our behalf, to recover monetary damages
against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except
in the situations described above. Nevada law allows the articles of incorporation of a corporation to provide for greater liability
of the corporation’s directors. Our amended articles of incorporation do not provide for such expanded liability.
Special Meetings of Stockholders
Our amended articles
of incorporation provide that special meetings of stockholders may be called only by the chairman or by a majority of the members
of our board. Stockholders are not permitted to call a special meeting of stockholders, to require that the chairman call such
a special meeting, or to require that our board request the calling of a special meeting of stockholders.
Stockholder Action; Advance Notice Requirements
for Stockholder Proposals and Director Nominations
Our amended articles
of incorporation provide that stockholders may not take action by written consent unless such action and the taking of such action
by written consent have been expressly approved by the board, and may only take action at duly called annual or special meetings.
In addition, our amended by-laws establish advance notice procedures for:
| · | stockholders to nominate candidates for election as a director; and |
| · | stockholders to propose topics for consideration at stockholders’
meetings. |
Stockholders must notify our corporate
secretary in writing prior to the meeting at which the matters are to be acted upon or directors are to be elected. The notice
must contain the information specified in our by-laws. To be timely, the notice must be received at our corporate headquarters
not less than 90 days nor more than 120 days prior to the first anniversary of the date of the prior year’s annual
meeting of stockholders. If the annual meeting is advanced by more than 30 days, or delayed by more than 70 days, from
the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year or for the
first annual meeting following this offering, notice by the stockholder, to be timely, must be received not earlier than the 120th day
prior to the annual meeting and not later than the later of the 90th day prior to the annual meeting or the 10th day
following the day on which we notify stockholders of the date of the annual meeting, either by mail or other public disclosure.
In the case of a special meeting of stockholders called to elect directors, the stockholder notice must be received not earlier
than 120 days prior to the special meeting and not later than the later of the 90th day prior to the special meeting
or 10th day following the day on which we notify stockholders of the date of the special meeting, either by mail or other
public disclosure. These provisions may preclude some stockholders from bringing matters before the stockholders at an annual or
special meeting or from nominating candidates for director at an annual or special meeting.
Election and Removal of Directors
The directors will
serve for a three-year term. Our stockholders may only remove directors for cause. Our board of directors may elect a director
to fill a vacancy created by the expansion of the board of directors. This system of electing and removing directors may discourage
a third party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult
for stockholders to replace a majority of our directors.
Nevada Anti-Takeover Statutes
Business Combinations Act
Under the terms of
our amended articles of incorporation and as permitted under Nevada law, we have elected not to be subject to Nevada’s anti-takeover
law. With the approval of our stockholders, we may amend our articles of incorporation in the future to become governed by the
anti-takeover law. This provision would then have an anti-takeover effect for transactions not approved in advance by our board
of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares
of our Class A, Class B, Class C, and Class D Common Stock. By opting out of the Nevada anti-takeover law, third parties could
more easily pursue a takeover transaction that was not approved by our board of directors.
Control Shares Act
Nevada law provides
that, in certain circumstances, a shareholder who acquires a controlling interest in a corporation, defined in the statute as an
interest in excess of a 1/5, 1/3 or 1/2 interest, has no voting rights in the shares acquired that caused the shareholder to exceed
any such threshold, unless the corporation’s other shareholders, by majority vote, grant voting rights to such shares. We
may opt out of this act by amending our by-laws either before or within ten days after the relevant acquisition of shares. Presently,
our by-laws do not opt out of this act.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements
regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future
operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended
to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and
projections about future events and trends that we believe may affect our financial condition, results of operations, business
strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are
subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible
for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements.
You should not rely
upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We are under no duty to update
any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised
expectations.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Sprinter Football Club, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form 1-A and has been signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pleasanton, State of California, on January 25, 2016.
| |
|
SPRINTER FOOTBALL CLUB, INC. |
| |
|
By: |
|
/s/ PETER ALLEN SCHUH
Peter Allen Schuh
Chairman of the Board,
Chief Executive Officer |
EXHIBITS
| Exhibit Number: |
Description: |
| |
|
| 3(i) |
Articles of Incorporation (Amended and Restated) |
| 3(ii) |
Bylaws of Sprinter Football Club, Inc. |
| 23 |
Consents of Experts and Counsel |
| 99-1 |
State of California – Certificate of Qualification |
| 99-2 |
State of Nevada – Certificate to Accompany Amended and Restated Articles |
