Empire Flippers Capital

Past performance is no guarantee of future results and any expected returns on investment disclosed through the investor platform are hypothetical and may not reflect actual future performance. All investments made through the investor platform may result in partial or total loss. All fund performance information disclosed through the Investor Platform is presented prior to the removal of all management fees and expenses unless otherwise disclosed. Some of the statements made on the Investor Platform constitute forward-looking statements and should not be relied upon as predictors of future events. These statements may fail to account for both known and unknown risks, market or other uncertainty, changes in the economy as a whole, or changes outside of the control of the Operator.

Nothing contained within the Investor Platform or the Services should be considered investment advice and you should obtain investment and tax advice from independent investment professionals prior to investing in any offering provided through the Investor Platform or the Services. All information provided through the Investor Platform and the Services, including information in private placement memorandums, have been prepared without knowledge of or concern for each Investor’s individual financial situation or risk tolerance.

Nothing contained within the Investor Platform or the Services should be considered to constitute tax, legal, or investment advice.

The official SEC criteria for accredited investors is outlined below.

Income can be from any source including your own business.  The only exception is income from your primary residence.

• I. Subscriber has a net worth, either individually or upon a joint basis with Subscriber ’s spouse, of at least $1,000,000, or has had an individual income in excess of $200,000 for each of the two most recent years, or a joint income with Subscriber ’s spouse , or spousal equivalent, in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.
• II. Subscriber is an irrevocable trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of the prospective investment.
• III. Subscriber is a bank, insurance company , investment company registered under the Company Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act “), a state -registered or SEC -registered investment adviser, an exempt reporting adviser pursuant to Section203(l) or 203(m) of the United States Investment Advisers Act of 1940, as amended (the “Advisers Act”), a rural business investment company (RBIC ) as defined in Section 384 A of the Consolidated Farm and Rural Development Act, a business development company , a Small Business Investment Company licensed by the United States Small Business Administration , a plan with total assets in excess of $5,000 ,000 established and maintained by a state for the benefit of its employees , or a private business development company as defined in Section 202(a)(22) of the Advisers Act.
• IV. Subscriber is an employee benefit plan and either all investment decisions are made by a bank, savings and loan association, insurance company, or registered investment advisor, or Subscriber has total assets in excess of $5,000,000 or, if such plan is a self-directed plan, investment decisions are made solely by persons who are accredited investors.
• V. Subscriber is a corporation, partnership, limited liability company or business trust, not formed for the purpose of acquiring the Interests, or an organization described in Section 501(c)(3) of the Code, in each case with total assets in excess of $5,000,000.
• VI. Subscriber is an entity in which all of the equity owners, or a grantor or revocable trust in which all of the grantors and trustees, qualify under clause (i), (ii), (iii), (iv) (v) above or this clause (vi) . If Subscriber belongs to this investor category only, list on a separate sheet to be attached hereto the equity owners (or grantors and trustees) of Subscriber and the investor category which each such equity owner (or grantor and trustee) satisfies.
• VII. If a Subscriber holds, in good standing, one of the following certifications or designations administered by the Financial Industry Regulatory Authority, Inc. (“FINRA”): the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), or Licensed Private Securities Offerings Representative (Series 82).
• VIII. If a Subscriber is a “knowledgeable employee” within the meaning prescribed under Rule 3c-5(a)(4) of the Investment Company Act of 1940, as amended (the “ Investment Company Act”) of a private fund exempt from registration pursuant to Rule 3(c)(1) or Rule 3(c)(7) of the Investment Company Act.
• IX. Subscriber is an Indian tribe, governmental body, or an entity organized under the law of a foreign county, that owns investments, as defined in Rule 2a51-1(b) of the Investment Company Act, in excess of $5,000,000.00, and was not formed for the specific purpose of investing in the securities offered.
• X. Subscriber is a family office, as defined in Rule 202(a)(11)(G)-1 of the Advisers Act (the “Family Office Rule”, or a “family client” of such family office as such term is defined in the Family Office Rule: (a) with assets under management in excess of $5,000,000.00, (b) not formed for the purpose of acquiring the Interests, and (c) the acquisition of the Interests is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of acquiring the Interests.

Absolutely.  As long as investors meet the accreditation requirements as laid out by the SEC they will be able to invest.

There will be no additional capital calls for investors, meaning you’ll never be required to contribute additional funds into any deal.

Investors will receive a quarterly report on their deals with financials and written commentary.  Financials will be put together by a 3rd party accounting firm, who will have direct access to the monetizations and bank accounts. They will pull the numbers and put the reports together.  EF Capital will audit the reports for any questions or anything unusual and ask the operators to explain in detail. Operators will put together commentary on the performance of each deal, what happened in the last quarter and their plan for the coming quarter.

Once you’ve made your initial investment, the operator will continue to raise funds from other investors to acquire the full amount needed. We will hold all the investment funds in a segregated account and ensure they are only deployed to purchase businesses that match the operator’s predetermined criteria.

Note: If the money is not deployed within 90 days from the acquisition of full funding, it will be refunded to the investors. If the operator acquires less than the amount raised including money set aside for growth, the difference will be refunded to investors proportionally.

The operator will acquire a business from Empire Flippers that matches their acquisition criteria and growth plan. Once the funds are deployed and the business has been acquired, the operator may reinvest some of the monthly profits into growth. Some operators will set aside some of the money that has been raised to be used for growth, and if they do, the amount will vary from operator to operator and will be outlined on the individual deal page.

Each deal is a separate legal entity with separate investors and separate operators. It is set up this way to limit liability for the investors and limit risk to any given deal.

Operators and investors own the LLC equivalent to the cash they put in (95% Investors, 5% Operator). Operators, EF and Advisors receive an additional carried interest based on the profits but no additional ownership.

Each LLC is a passthrough entity. You will get a K-1 that shows the income of the LLC.  Any income and any eligible depreciation will pass through.  Please consult with your tax accountant for planning advice.

Yes, the setup is standard. If you’re a non-American and have invested internationally it will be exactly the same. Tax withholding on non-American companies is 21%. Tax withholding on foreign individuals is 37%. Please note that foreign trusts are taxed at the individual rate of 37% as well.

The US has tax treaties with many other countries so you should not be double taxed even if they withhold a higher amount you may be able to file a tax return and claim some of it back. Please consult with your tax accountant for planning advice.

Apart from investing your capital and choosing which operator you want to work with, this investment will be completely passive.  You will not have access to the operator to ask questions or give your input on how to run the business. You will simply receive a quarterly report and a quarterly payment for each deal you invest in.

Please fill out our operator interest form (empireflippers.com/operator) including your experience, strategy, current and past portfolio performance. We will inform you of our vetting process and be in touch to discuss next steps. Please wait to hear back from us after you submit your form.

It is critical for EF to get the best operators involved in the program. We are diligent in vetting them and making sure they’re qualified.