Loss of Capital Declaration
Minimum Investment $17,500 – Maximum $6.4 million
Investing in startups should only be done as part of a diversified portfolio. This means that you should invest relatively small amounts in multiple businesses rather than a lot in one or two businesses. It also means that you should invest only a small proportion of your allocated investment capital in startups as an asset class, with the majority of your allocated investment capital invested in safer, more liquid assets. You must qualify as an SEC “Accredited Investor*” (see bottom of page) to invest in RQR.
Rarity of Dividends
Startups rarely pay dividends. This means that if you invest in RQR, even if it is successful you are unlikely to see any return of capital or profit for the first years of operation, as RQR will reinvest profits into stability and growth first. Even if successful, dividends are unlikely to occur for a number of years from the time you make your investment. An investor should look at this as a long term investment.
Almost any investment you make in a start-up is likely to be subject to dilution. This means that if the business raises additional capital at a later date, it will issue new Certificates of Ownership, or shares, in the invested company to the new investors, and the percentage of the invested company that you own will decline.
This CANNOT happen with RQR, as the “Certificates of Ownership” or CO’s are a set number at 2,000 and cannot be altered by our founding Articles of Organization. Your dividends, or your return on investment, will not be subject to dilution as a result of the grant of options (or similar rights to acquire Certificates of Ownership) to employees of, service providers to, or certain other parties connected with RQR, except as already granted in the Articles of Organization, which is included in the 2,000 CO’s. RQR does have Key employees, an ESOP type program and other Certificate Holders, such as institutional investors, individuals or RQR Patron Members, who own 50% of the CO’s.
Certificates of Ownership in RQR are not and will not be listed on a recognized market in the short, medium or long term and a secondary market in such Certificates of Ownership is not expected to develop, until such time as RQR has met some of its objectives. Consequently, it may be difficult for an investor to sell Certificates of Ownership and investors may receive less than the amount invested. Valuation will also be subject to fluctuation and what the market will pay. All of this is subject to state and federal laws, of which we are not experts.
Tax treatment of Certificates of Ownership
Tax benefits and/or treatment by the IRS is not guaranteed or known by RQR. Consult a professional CPA or tax attorney if you are concerned about how this investment is regulated. The tax treatment depends on the individual circumstances of each investor and may be subject to change in future.
Past performance is not a reliable indicator of future performance. You should not rely on any past performance of this or other similar companies as a guarantee of future investment performance.
Lack of Operating History
RQR is a recently formed entity and has no substantive operating history upon which prospective investors can evaluate likely performance. Much of the forecasting or business planning is based on other businesses in the cooperative/construction subsets, but forecasts are only forecasts, as detailed here:
Forecasts are not a reliable indicator of future performance. Any forecast made is simply a forward thinking statement, regardless of its form (chart, written or verbal statement, graph, etc.). As with all entities, RQR management is attempting to define or illustrate a goal, with the express desire to hit that target. However, as with all investments in all companies, management and the Board of RQR may not be correct in their assumptions and will likely miss any attempt at meeting them. These are goals only and may or may not be met, fall short or surpass our expectations. DO NOT assume forward looking statements are accurate in any way.
Dependence on RQR Directors and Managers
The success of RQR will depend in part upon the ability of their Board of Directors and management to develop and maintain a strategy that achieves the cooperatives objectives. Although the Board that RQR develops will be made up of sophisticated, successful roofing contractors with often decades of experience, there is no guarantee that they will do this well and Investors in RQR agree to hold said persons, along with RQR employees and RQRLCA itself harmless for any and all decisions and/or any resulting losses.
This list of risk factors does not purport to be a complete enumeration or explanation of the risks involved. Prospective investors should read the relevant RQR pitch documents in their entirety and the General Solicitation for a Private Placement, which will be forwarded only upon agreement to these and other statements. You should then consult with your own advisers’ partners and/or spouses before deciding whether to invest.
Potential investors should note that an investment in RQR is subject to risk and/or fluctuations and there can be no assurance that any appreciation in value will occur. Investing in early stage businesses involves more risks and it should be done only as part of a diversified portfolio. RQR is targeted exclusively at sophisticated, SEC qualified “Accredited Investors”* who understand these risks and make their own investment decisions. Do your own due diligence. If you are not sure or feel unqualified, consult an accounting, legal, investment or tax professional. Do not rely on any information provided by RQR; especially forward looking statements, to make your decisions. The future value of investments and any income from them can fluctuate or may not materialize at all and there is no certainty that an investor will get back any part of his or her investment. When investing in a new enterprise, including RQR, it is statistically more likely that you will lose your investment, rather than see a return of capital or a profit. You should not invest more money than you can afford to lose without altering your standard of living. Any investment made in RQR should be viewed as a long term and illiquid investment. Investors’ interests are unsecured and rank subordinate to the interests of all creditors. In the event that a company becomes unable to meet its debts as they fall due, investors may realize less than their original investment. The price which investors may realize for their investments and the timing of any such realization may be influenced by a large number of factors, some of which are specific to the investment and others of which are extraneous, such as the economy at large.
The ability of an investor to sell Certificates of Ownership (CO’s) will depend on there being a willing buyer for such CO’s at a price acceptable to both seller and buyer. Consequently, it might be difficult for an investor to recoup his or her investment or realize a profit. Further, RQR Certificates of Ownership cannot be sold before at least a year after all of the CO’s are placed, nor prior to the exercise of first rights of refusal by the RQR Board and/or its members and only where state and federal laws allow. There may be other restrictions placed on the face of the CO’s, depending on the owner and how said CO was acquired.
*An Accredited Investor is a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person. Or, a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current and future years. Read more at: https://www.equitynet.com/crowdfunding-terminology/accredited-investor
This document, nor any RQR document, slide, graph, email, website or other communication has not been approved and will not be approved as a financial promotion by any authority, nor has any authority, accountant, broker, lawyer or other expert reviewed said documents as a financial promotion and therefore cannot attest to any accuracies, etc. Again, a potential investor must be accredited and rely on his or her own understandings, abilities and takes his or her own risks.