Company Command Center Центр управління компанією
A single controlled system to manage assets, model equity, run the raise, structure partners, and strengthen your negotiating position with investors — керована інвестиційно-партнерська модель. Nothing here is a public offer or legal advice; it is a working tool to be finalized with counsel.
Where we are Draft
- C-Corp formed — Illinois, 10M authorized
- Corporate Book — templates drafted, not signed
- Founder stock — planned, 0 issued in ledger
- Valuation — not yet established
- Securities counsel — exemption not confirmed
The three doors Три двері входу
Reframe from "looking for investors" to a scalable network model:
- INVEST — capital → economic ownership
- BUILD — launch a state → revenue share + vested equity
- STRATEGIC — capital + resources + relationships → investment + performance equity
Next actions Наступні кроки
- Do not issue new shares until cap-table architecture is set
- Confirm Corporate Book & current cap table
- Build valuation (IP, brand, audience, revenue, scalability)
- Assemble investor package & retain securities attorney
Action Sequence — Cap-Table Architecture First
The exact order to run before issuing any additional equity. Не випускати жодної додаткової акції, доки не зроблено cap-table architecture. Check items off as you complete them.
Cap Table & Dilution Modeling
Current ownership plus live modeling of what happens at different raise sizes. 10M authorized ≠ 80% already given away — authorized is a ceiling; issued/outstanding is what is actually owned.
Current structure Pre-financing
| Holder | Shares | % Outstanding | % Authorized |
|---|---|---|---|
| Alex Balbus (Founder) | 8,000,000 | 100.0% | 80.0% |
| Unissued reserve | 2,000,000 | — | 20.0% |
| Authorized total | 10,000,000 | 100.0% | 100.0% |
With no other options, SAFEs or warrants, the founder controls 100% of outstanding equity today. Authorized can later be increased via amendment — 10M is not a permanent ceiling.
Suggested strategic target model
Not final numbers — a control-preserving target so the founder stays controlling shareholder after a management team + first meaningful round:
Dilution scenario calculator Калькулятор розмиття
Priced-equity model. Enter investment and pre-money valuation; ownership updates live. (SAFEs convert later at a priced round — this shows the equivalent priced outcome.)
| Holder | Shares | Ownership % | Implied value |
|---|
Fundraising Round — Growth Round
Frame it as an investment round, not selling pieces of a business to acquaintances. Below is the proposed structure — fully editable.
Round summary
| Round name | URC Media Growth Round |
|---|---|
| Target raise | $500,000 |
| Instrument | Post-Money SAFE |
| Post-money valuation cap | $4,000,000 |
| Discount | 20% (optional) |
| Minimum investment | $25,000 |
| Use of funds | Sales / Content / State Expansion / Technology / Marketing |
| Strategic participation | Available separately (Operating/Advisory Agreement) |
Instrument comparison
| Direct Equity | SAFE | Conv. Note | |
|---|---|---|---|
| Shares now | Yes | Usually no | Usually no |
| Valuation now | Yes | Optional | Optional |
| Debt | No | No | Yes |
| Interest | No | No | Yes |
| Maturity date | No | No | Yes |
| Cap / discount | Possible | Often | Often |
| Early-stage ease | Medium | High | Medium |
Deal process Процес угоди
Valuation Framework
Don't price "1% = $X" without a framework. Value URC not only on current revenue, but separately across each asset class. Fill in your own estimates — these are placeholders.
Asset-based valuation worksheet
| Value driver | Notes | Low ($) | High ($) |
|---|---|---|---|
| Technology / IP | Streaming stack, automation, apps | — | — |
| Brand | URC Radio / Ukrainian-American positioning | — | — |
| Audience | Listeners, subscribers, community reach | — | — |
| Existing revenue | Advertising, sponsorships | — | — |
| Content library | Podcasts, video, archives | — | — |
| Apps & infrastructure | Mobile, CDN, platforms | — | — |
| Scalability (50-state network) | Up to 13 channels/state model | — | — |
| Indicative enterprise value | — | — | |
Illustrative reference points
If pre-money = $2.5M (illustration only):
| 1% | $25,000 |
| 5% | $125,000 |
| 10% | $250,000 |
QSBS / §1202 flag Verify w/ CPA
If URC Media meets Qualified Small Business Stock requirements, C-Corp structure may offer significant federal tax advantage to certain shareholders at a future exit. IRS guidance for newer issuances references a gross-assets threshold (recently $75M). Confirm with CPA / securities counsel before structuring investor stock.
Use of Funds & Financial Model
Proposed allocation of a $500K raise. Adjust the percentages — the bar and dollar figures recompute automatically.
Use of funds (target raise 500000 $)
| Category | % | Amount |
|---|---|---|
| Total | — | — |
Edit the % cells to rebalance. Total should equal 100%.
Investor Pipeline Воронка інвесторів
Track prospects through the raise. Separate economic ownership from voting / board / management — even a 5–15% investor should not run URC. Board seats reserved for substantial investors (e.g. $500K+); others may get a Board Observer role.
| Investor | Type | Amount | Instrument | Stage | Rights |
|---|---|---|---|---|---|
| Example — diaspora angel | Capital | $50,000 | SAFE | Intro | Information rights |
| Example — media exec | Strategic | $100,000 | SAFE + perf. equity | Term talk | Observer, pro-rata |
| — | — | — | — | — | — |
Economic ownership
Share of value. Can exist without control.
Voting & information
Financial reporting, information rights, pro-rata — no unilateral veto, no automatic board seat.
KYC / accreditation
Onboarding depends on the exemption chosen by counsel (506(c) requires verified accredited status).
Partnership Programs Партнерські моделі
Don't make every partner an investor. Separate categories keep control clean and align rewards with real contribution. Each program is a distinct track.
① Capital Investors SAFE / Priced equity
Provide money. Tickets: $25K · $50K · $100K · $250K · $500K+. Instrument: SAFE or priced equity. Receive economic ownership with information/pro-rata rights — not management authority.
- Standard SAFE terms (cap / optional discount)
- Board seat only for substantial investor (e.g. $500K+); otherwise observer
- No day-to-day management, no unilateral veto
② Strategic Investors / Partners Investment + Performance
Bring money plus advertising connections, distribution, technology, production, a sales org, community access, business development. Reward = investment equity + performance equity.
Performance equity milestones (example)
| Milestone | Equity |
|---|---|
| Launch 1 state | +0.25% |
| $250K annual revenue | +0.25% |
| 25 strategic advertisers | +0.25% |
| Additional milestone | +0.25% |
| Maximum (36-month vesting) | 1.00% |
③ State / Operating Partners Revenue share + earned equity
URC Illinois / New York / Florida / California partners run sales, local advertisers, partnerships, content, events, and local audience. Do not give permanent corporate ownership up front.
- 20–30% local revenue participation (or profit participation)
- + 0.25–1% URC Media equity earned via 3–4 year vesting
- Doesn't perform → no permanent ownership. Builds the market → economic reward + equity.
| State | Partner | Rev. share | Equity (vesting) | Status |
|---|---|---|---|---|
| Illinois | — | 25% | 0.5% | Active market |
| New York | — | 25% | 0.5% | Prospect |
| Florida | — | 25% | 0.5% | Prospect |
④ Equity Incentive Pool Future key people
Reserve for future executives, management and key talent — 7–10% target. This is not yet a plan; adopting an equity incentive plan (e.g. under Rule 701) requires Board action and counsel review. No grants, options or ownership rights exist until then.
⑤ Advisors Advisory Agreement
Industry advisors (media, legal, tech, community) compensated with small equity grants vesting over 1–2 years under a standard Advisory Agreement — separate from any investment. Typical range 0.1–0.5% per advisor.
| Advisor | Domain | Equity | Vesting |
|---|---|---|---|
| — | Media / editorial | 0.25% | 2 yr |
⑥ Community Investing — Reg CF Later phase
"Own a Piece of Ukrainian-American Media." Hundreds of diaspora supporters invest $500 / $1,000 / $5,000 / $10,000 through a regulated crowdfunding portal — each becomes investor → listener → ambassador → advertiser connection → community advocate.
Pitch Deck Інвестиційна презентація
Editable slides. Use Print / Save PDF to export the full deck. Click a slide tab to view/edit it.
Virtual Data Room
Folder architecture for investor due diligence. Keep signed originals immutable; superseded drafts move to the archive folder.
| Folder | Purpose / typical contents | Status |
|---|
Corporate Book Корпоративна книга
Governance documents — draft templates, editable and printable. Each is a separate document; switch tabs and use Print / Save PDF to export one at a time.
URC MEDIA, INC. — Corporate Record Index
| # | Document | Status |
|---|---|---|
| 01 | Approved Articles of Incorporation | Pending receipt |
| 02 | EIN confirmation | Pending |
| 03 | Bylaws | Draft template |
| 04 | Incorporator Action | Draft template |
| 05 | Initial Board Consent / Resolutions | Draft template |
| 06 | Officer appointments & acceptances | Draft |
| 07 | Banking resolution | Draft |
| 08 | Founder stock issuance package | Not yet issued |
| 09 | Stock ledger & notice/certificate | No issuance recorded |
| 10 | IP / asset transfer approvals | Not approved |
Document control rules
- Do not backdate signatures, approvals, stock issuances, payments or transfer effective dates.
- Do not insert an EIN, filing number, address, share class or owner unless verified from reliable evidence.
- Do not treat filing-fee payments as stock consideration unless counsel and CPA deliberately document it.
- Do not record 8,000,000 shares as issued until Board approval, signed issuance agreement, consideration receipt and stock-ledger entry all exist.
- Keep signed originals immutable; make corrections through dated amendments or corrective actions.
Articles of Incorporation — Insert Copy
| Illinois filing number | [PLACEHOLDER] |
|---|---|
| Effective date of incorporation | [PLACEHOLDER] |
| EIN | [PLACEHOLDER] |
| Registered agent / office | [PLACEHOLDER] |
| Principal business address | [PLACEHOLDER] |
| Authorized shares | 10,000,000 |
| Articles received | [YES / NO — pending] |
| File-stamped copy stored at | [Drive link] |
Action of Incorporator by Written Consent
The undersigned, being the incorporator identified in the Articles of Incorporation of URC Media, Inc., acts by written consent and adopts the following resolutions:
RESOLVED, that the following person(s) are appointed as the initial director(s), to serve until successors are duly elected and qualified or until earlier resignation or removal: [NAME(S)].
RESOLVED, that the incorporator delivers to the initial director(s) the filed Articles and all formation records in the incorporator's possession.
RESOLVED, that after effectiveness of this consent the incorporator's authority ends except to execute corrective or confirmatory documents requested by counsel.
Initial Board Action by Unanimous Written Consent
Resolutions (summary)
- Ratification of formation — ratify lawful formation actions.
- Adoption of bylaws — adopt attached final bylaws.
- Election of officers — President [—]; Secretary [—]; Treasurer [—].
- Principal office, EIN & tax accounts, fiscal year, banking, separate accounting records (no commingling with Music Relations / Alex personally / URC Corp NFP).
- Founder stock — planned issuance: approve, subject to all conditions, the sale/issuance of up to 8,000,000 shares to Alex Balbus for actual consideration under the final Founder Stock Purchase/Subscription Agreement. Does not confirm issuance until all conditions complete.
- Issuance conditions: counsel confirms authorization & exemption; agreement executed; consideration received & documented; §83(b) advice completed if vesting; Secretary records issuance in ledger; notice/certificate delivered.
- Unissued reserve: acknowledge intention to leave 2,000,000 authorized shares unissued (not an equity plan).
- Securities compliance: counsel reviews every offer, sale or compensatory issuance.
Founder Stock Purchase / Subscription Agreement
| Corporation | URC Media, Inc. |
|---|---|
| Purchaser | Alex Balbus [confirm exact legal name] |
| Class | [exact class from filed Articles] |
| Number of shares | 8,000,000 PLANNED / NOT YET ISSUED |
| Purchase price / share | [no valuation inferred] |
| Total consideration | [cash / property / services + value] |
| Vesting / repurchase | [none OR schedule — draft with counsel] |
| Securities exemption | [counsel determination] |
Key clauses
No implied valuation — formation consideration does not state enterprise/equity value. Restricted securities — not registered; no transfer without registration or valid exemption. §83(b) — if a substantial risk of forfeiture exists, Purchaser acknowledges the need for immediate independent tax advice. Governing law — Illinois.
Stock Ledger
| Ledger ID | Issue date | Holder | Class | Shares | Consideration | Status |
|---|---|---|---|---|---|---|
| [after issuance] | [—] | Alex Balbus | [class] | 0 in draft | [—] | No issuance recorded |
- Record exact legal name & address, class, share count, issue date, consideration, approval reference, certificate/uncertificated reference and restrictions.
- Never overwrite a completed transaction without an explanatory corrective entry.
- Keep planned grants and unissued reserves outside the issued-share ledger.
Banking Resolution
| Financial institution | [PLACEHOLDER] |
|---|---|
| Account type(s) | [PLACEHOLDER] |
| Authorized signer(s) | [PLACEHOLDER] |
| Signatures required | [PLACEHOLDER] |
| Transaction / wire limits | [PLACEHOLDER] |
Open and maintain accounts in the exact legal name URC Media, Inc. Prohibit use for Music Relations, Alex personal or URC Corp NFP receipts/expenses except documented arm's-length transactions.
IP & Asset Transfer — Diligence
| Asset | Current owner | Proposed treatment | Status |
|---|---|---|---|
| Brand / marks (URC Radio) | [verify] | Assignment / license | Diligence |
| Domains | [verify] | Transfer | Diligence |
| Software / apps | [verify] | Assignment | Diligence |
Section 83(b) Decision Checkpoint
| Question | Response |
|---|---|
| Shares subject to vesting/repurchase/forfeiture? | [YES / NO / UNKNOWN] |
| Transfer date for tax purposes | [—] |
| Amount paid & fair market value | [tax advice] |
| 83(b) election recommended? | [TAX COUNSEL ONLY] |
Checklists Чеклісти
Operational checklists for creating and sharing documentation, closing an issuance, and staying compliant. Progress is tracked live.