Confidential Offering Summary Golf
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Confidential Offering Summary Up to 2,000,000 Shares of Common Stock in Golf Played Inc. A Delaware Corporation ____________ Minimum Investment $5,000 (6,400 Shares @ $0.78125 / share) June 1, 2017 THIS CONFIDENTIAL OFFERING SUMMARY (“SUMMARY”) IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN SHARES OF COMMON STOCK (THE “SHARES”) IN GOLF PLAYED INC., A DELAWARE CORPORATION (THE “COMPANY”). DUE TO THE CONFIDENTIAL NATURE OF THIS SUMMARY, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. AS A RESULT, THIS SUMMARY MAY NOT BE DELIVERED TO ANY PERSON (OTHER THAN YOUR PROFESSIONAL ADVISORS) WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. Summary # __________ Notice: ________________________ NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY OTHER GOVERNMENTAL AUTHORITY HAS PASSED UPON THE MERITS OF PARTICIPATING IN THIS OFFERING OF THE SHARES NOR HAS THE SEC OR ANY SUCH OTHER AUTHORITY PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SUMMARY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE OFFER AND SALE OF THE SHARES HEREBY HAS NOT BEEN REGISTERED WITH THE SEC OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND UNDER ANALOGOUS EXEMPTIONS IN EACH STATE; ACCORDINGLY, THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND MAY NOT BE OFFERED, TRANSFERRED, OR RESOLD EXCEPT WITH THE COMPANY’S PRIOR WRITTEN CONSENT. PROSPECTIVE INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY, THE SHARES, AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THEIR OWN ADVISERS CONCERNING LEGAL, TAX, AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE SHARES. AN INVESTMENT IN THE SHARES INVOLVES SIGNIFICANT RISKS. SEE “RISK FACTORS” BELOW. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES FROM AN INVESTMENT IN THE SHARES. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS SUMMARY AS LEGAL OR TAX ADVICE. PURCHASES OF SHARES ARE SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS WHO CAN MAKE A LONG- TERM INVESTMENT, CAN BEAR THE RISK OF LOSS IN THEIR ENTIRE INVESTMENT IN THE SHARES, AND HAVE NO NEED FOR IMMEDIATE LIQUIDITY IN THEIR INVESTMENT. ACCORDINGLY, SHARES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN SUITABILITY REQUIREMENTS. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE ARTICLES OF INCORPORATION, BYLAWS, AND OTHER GOVERNING DOCUMENTS OF THE COMPANY. STATEMENTS IN THIS SUMMARY ARE MADE AS OF THE DATE HEREOF UNLESS STATED OTHERWISE HEREIN, AND NEITHER THE DELIVERY OF THIS SUMMARY AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE. THE COMPANY RESERVES THE RIGHT TO MODIFY ANY OF THE TERMS OF THE OFFERING AND THE SHARES DESCRIBED HEREIN PRIOR TO ANY PURCHASE. A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR THE SHARES UNLESS SATISFIED THAT HE AND/OR HIS REPRESENTATIVES HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE THEM TO EVALUATE THE MERITS AND RISKS OF THE SHARES. THE COMPANY WILL MAKE AVAILABLE TO EACH INVESTOR AND THEIR REPRESENTATIVE(S) THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL MATERIAL INFORMATION CONCERNING THE COMPANY AND ITS BUSINESS TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, PROVIDED THAT IT IS NOT CONFIDENTIAL OR NON-DISCLOSABLE. INQUIRIES MAY BE DIRECTED TO ANDREW GEORGIOU: (706) 289-1035 / [email protected]. THIS SUMMARY DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, OR DISPOSAL OF THE SHARES. FOR FLORIDA INVESTORS: IF SALES OF THE SHARES ARE CONSUMMATED WITH FIVE OR MORE PERSONS IN THE STATE OF FLORIDA, ANY SUCH PERSON MAY, AT SUCH PERSON’S OPTION, VOID ANY PURCHASE HEREUNDER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY THE PERSON TO THE COMPANY, AN AGENT OF THE COMPANY, OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE PERSON, WHICHEVER OCCURS LATER. 2 Note Regarding Forward-Looking Statements ___________________________________________________________________ This Summary contains statements that constitute “forward-looking” statements that may involve future events, the Company’s future performance, and expected future operations and actions. Such forward-looking statements may be identified by the use of words such as “may,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These forward-looking statements are only the Company’s views of possible future events, performance, operations, and actions and involve numerous assumptions, risks, and uncertainties. The Company’s actual results or actions may differ materially from these forward-looking statements for many reasons, including the acumen of the Company’s management, regional, national, and global economic and political trends and events, and changes in the laws and regulations under which the Company operates. 3 Table of Contents __________________________________ Investment Summary ........................................................................................................................................................ 5 Management .................................................................................................................................................................... 7 Risk Factors ....................................................................................................................................................................... 8 Privacy Policy .................................................................................................................................................................. 14 Exhibits __________________________________ Business Plan ........................................................................................................................................................ Exhibit A Subscription Agreement ......................................................................................................................................... Exhibit B Articles of Incorporation ......................................................................................................................................... Exhibit C Bylaws ................................................................................................................................................................... Exhibit D 4 Investment Summary The following investment summary is qualified in its entirety by, and must be read in conjunction with, the Articles of Incorporation, Bylaws, other corporate documents of Golf Played Inc., and the Subscription Agreement; a copy of each document is attached hereto or will be provided to prospective investors upon written request. A subscription to purchase the Shares should only be considered after carefully reading this Summary in its entirety. An investment in the Shares should be viewed as being of limited liquidity and involves a high degree of risK. There can be no assurance that the Company will be profitable or will avoid incurring substantial losses. The Company ............................................................Golf Played Inc. (the “Company”) is a Delaware corporation organized on February 8, 2017. The Company’s main office is located at 3445 Stratford Road, Atlanta, Georgia 30326; telephone: (706) 289-1035. Business of the Company ................................The Company is developing a proprietary smartpho.......... ne (IOS / Android) application “app” platform that will allow golfers to create a global golf network by recording, tracking and sharing their golf experiences and performance with their friends and contacts. For a full description of the anticipated business of the Company, including financial projections, please see the Business Plan attached hereto as Exhibit A. Management .............................................................The Company is managed by its directors and officers. Andrew Georgiou and Antony “Tony” Georgiou are the Directors of the Company. Andrew also serves as the CEO, with Tony serving as President, CFO, and Secretary. Between them, Andrew and Tony exercise all authority over the Company’s day-to-day management and operations. The officers currently own a majority of the issued and outstanding Shares in the Company; even if all of the Shares available in this Offering are sold, Andrew and Tony will continue to hold a majority of the issued and outstanding Shares of the Company. See “Management,”