Category: LLC OA Docs

Operating documents for LLC.

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No Sharing Our Info

It’s unfortunate that I have to post this but due to some recent activity and because we’re at the point where our betting program will be producing a majority of winners, and our security software tracks All IPs and their locations and each device’s mac address, And this security software has identified several times different addresses logging in,
it has become necessary to clearly define what actions will release an investor indefinitely from our venture in order to protect the rest of us and All we have invested.

1). No investor can share or sell ANY of the information provided from our betting program whether seen published on this site Or in print form, verbally, electronically or otherwise.

2). No Investor can share or provide their login credentials to anyone for any reason, verbally, electronically or otherwise.

3). No Investor can share or sell ANY proprietary information that we shared on our website about the algorithms we’ve included in our betting program, photos, videos, screen shots, any of it verbally, electronically or otherwise.

Breach of this and even suspected breach until we can confirm otherwise will automatically release this investor from our venture and they will no longer have access to any part of this venture, ever again.

and

To protect our copyrights and proprietary information we have changed the settings on the Non-Disclosure Agreement to agree to regularly rather than agreeing to once even though agreeing once binds each investor continuously.

The security software as well as all parties and me that monitor usage understand that most of us own several devices that will access this pertinent information and takes this into account. So no need to worry if you have more than two devices because this is recognized and of course you won’t be oust. However, the security we have in place is similar to the security banks use so when it does detect a breach, we will deactivate and then terminate this individual account without notification.

And to be clear It Is fine for each investor to personally bet anything that they want from the information we provide though I’d like to ask that should I post a Rainbow Pick 6 play before the first leg is run for everyone not to duplicate the bet only because to hit the big payout it only happens when one ticket hits. It’s fine if any investor wants to bet a Pick 5 or 4 off of the posted Rainbow pick 6 wager, just not a duplicate bet of our rainbow pick 6.

BTW I was really happy to hear that two of you hit serial wagers off of the pick 6s we displayed. Want everyone who is an investor to reap all the benefits available to you from your much appreciated investment because without you we wouldn’t be here at all. Just keep it for yourself.

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Disbursements

With the three recent Pick 6 bets getting five out of six in each of the only three Pick 6 wagers we’ve made, my hope is everyone sees how we’re on the cusp of cashing big. Couple this with the program reaching the point of confidence when the essential algorithms are added by the end of this month, it’s time to discuss money and how we’ll be disbursing it.

In order to reach this point, where I know I can confidently bet for us and win, I’ve hired a team to get us here which has added another 100K to the costs. And through accounting we have determined that our monthly operating expenses will be 10K for the first year. Then at the end of the year we will begin paying equi-stats, the company that owns 60% of Zen Racing Stats and the database that we’re using, $5K a month for the use of this data feed which then will increase our average monthly operating costs to $15K.

All these costs will eventually be paid for from the bets that we make. Though in order to make money, we must invest a sizeable amount of money into our bets and as previously mentioned we’ll eventually average a wager of $2K per race. In order to accomplish this we’ve determined Zen Racing must maintain a betting balance of $200K.

Plan to go into the details of the bets we’re going to be making in a later post however for now in order to clearly relay the business plan, know that 70 to 75% of our wagers will be win-place- and/or show with the other 25% exotics and these will include serial wagers like Pick 6s, 5s, 4s, daily doubles as well as exactas, trifectas, superfectas and probably even E-5s. The stats will tell me when and which ones of these we bet.

Because we’re running a business like any other and the goal is to reach the point of self sufficiency this requires enough money in hand to make these bets which as stated is $200K, enough to cover for the 10K monthly operating costs And to clear the balances due the developers, mathematician and everyone contracted to date to get here. Prior to contracting everyone new we had a balance of $45K due all parties. Adding to this is the $100K for the additional developers recently hired and this increased the balance due to $145K of which we’ve applied $65K towards from the 12 shares offered to our current investors for $6K each. This leaves us 8 shares to make all this work.

Since our massive endeavor is just about to fruition and we’re almost ready to roll we have several potential outside investors chomping at the bit so to speak and currently I am in the process of offering these 8 remaining shares for $50K each.

I’m selective as to who we let in as everyone must follow our structure in order for this to work so I’m not necessarily opening these shares to just anyone and because of this it may take a few months to unfold. Though I did keep some of the investment money back so we have money to bet as soon as the program has the algorithms in so we won’t be delayed. It’s just the amount wagered will be lower than our eventual goal and in line with money on hand. And we won’t get to the point of dividend disbursements until all the mentioned expenditures are met by either winnings from our wagers and/or the $50K per 8 open shares is invested. Once our $200K betting pool is reached and we have enough in hand to cover for the $10K per month operating costs, we’ll begin paying dividends and this is how paying the dividends will be:

At the end of each month we’ll tally the gross income from our bets, minus any money to replenish to maintain the $200K betting pool and deduct the operating expense and all remaining funds will disperse in dividends. To be clear, let’s say we have $100K left after replenishing the betting pool and deducting the $10K monthly operating expense, we’d divide the $100K by 100 (shares) and the dividend paid this month will be $1,000 per share. In other words should an investor own 2 shares, in this scenario this investor would receive $2,000 in dividends for this month. And these dividends are the reason we needed everyone’s tax info because we’re required to issue 1099s for all dividends paid at the end of each year.

This is an exciting time for all of us and we’ve finally arrived! Couldn’t have done any of this without You. For this, your patience and understanding of what it took to get us here, from our heart, we are forever grateful.

Most of all none of this could have happened without Ed and his determination to figure out how to consistently win in this great sport that all of us love.

Thank You Ed !

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What’s My Stock Worth?

Excellent question.

Before the Version 1 release and while we were in the building stage, the stock value was the amount of the initial investment of 6K.

Now that it’s released, and investors see its’ vitality, its’ worth will become whatever we set the next investment at and at this juncture we know it will be above 10K.

Because we need time to work through test betting, adjusting and tweaking as well as allowing the necessary time to integrate and then also to adjust the remaining algorithms, we anticipate that it will take a full year to realize the actual value of each share by what we’ve accomplished.  This does not mean it will take a full year before we reach the point where we issue dividends, which after this weekends break through believe will be much sooner than the six months we initially perceived. The year gives us time to build and maintain our bank to 200K, the estimated number that allows for average bets of $2K per race, and to soundly know our full monthly operating expense. In lieu of this we ask all investors to hold on to their shares for 1 year from launch date, which in our case is Valentines day 2021 and then at that time if anyone wanted to sell, equi-stats and Zen Racing Stats will always have first right of refusal for any investment shares, we would purchase back your stock for the value determined at that time if you decided to do so.  Should, however, any investor have a reason that deems necessary to sell their share before Valentines day 2022, equi-stats and Zen Racing retains first right of refusal  and the price paid for the share would only be for the initial investment amount.  In other words anyone who at this writing is already an investor, has invested 6K and they wanted to sell their share before 2/14/22, equi-stats and Zen racing would buy it back for 6K.

The reason we wanted to offer our current investors first option is because each of you has hung in there with us through thick and thin, through hurdles that sometimes didn’t seem possible to overcome; such as Ed’s illness and worrying about whether or not we’d get all his brain incorporated in before he passed as well as convincing the developers to begin developing even when we didn’t have quite enough finances in hand. This is our way of letting you know that we appreciate your belief in us and our venture and a way of thanking you monetarily for your patience and your investment.

Should you retain your shares which I do see all of you will until you wish to retire and to purchase and live on your own island, which has every possibility, I honestly believe each share will be worth at least a million.  Here’s the reason why;

Click image to enlarge

At an average bet of $2,000 per race, the payouts are off the scale.  Using the WPS results from Sunday, even though they were short of break even when we won’t be short for long and you multiply all the payouts by 2000, the end results for these wagers would have been we bet $89,200 and got back $80,350 for one day of bets.  Now consider when we have down what we should bet (which will happen) we would have passed many of the ones we right now were betting thus increasing the bottom line to a positive and we would have added more to the same line had we known to only bet this horse to show, or only to place or to win and place and so on…

For example sake because no one, even our betting program will hit all races however we do expect high numbers to hit, using the same list of 37 bets and 22 hits and taking out the cost of the bets for the 15 that lost, now your numbers look like this; $53,200 bet, $80,350 hit for a net profit of $27,150 for just one day. And this does not include exotic wagers like daily doubles or exactas so you can easily see how the numbers will go off the scale.  Multiply this $27,150 by 220 racing days in a year and that totals $5,973,000.00 and divide that by 100 shares equates to $59,730 per share for that year in dividend.  With additional algorithms, adjusting and tweaking, these numbers say for themselves why we see each share will eventually have a worth of at least a million.

That’s a pretty good return on our investment, wouldn’t you agree? 🙂

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Zen Racing’s Business Structure

Click image to enlarge or Click here to download the pdf

Business

Between the two of us, before our life together and then during, Ed and I have been actively involved in the start up of seven businesses. All, with the exception of this one began without venture capital. This was not our desired way to begin a business, however, in these pre-crowd funding platform days no one would loan money on a great idea unless you had collateral.

Fortunately, neither of us let a stumbling block like not having money prevent us from moving forward. If we did we would never have made it here, to the most exceptional one of all. We used to joke with one another about this and say “What if” were words that would never be put on either of our tombstones.

So far the cost to assemble our venture is $165,000. This total includes legal and professional fees, software development, mathematician, CIW and security for which we’ve paid $120,000 towards, leaving a present balance due of $45,000. We’ve agreed to make a payment of $15,000 by the end of March and made arrangements with all parties that have a balance due to accept a monthly payment that we won’t be required to pay until we reach the point where we are operating in the black.

Since we re-opened the 20 shares we had left, we received commitments from current investors for 10 of them. I plan on holding the remaining 10 shares back until the test betting phase is complete. At that time we will open these shares to new investors that are not yet part of our group for a yet to be determined amount. Initially we were figuring an investment of $10K for each share however before realizing the monthly operating expenses we’d incur towards the essential maintenance of tweaking and adjusting our betting tool as well as other operating costs, to have enough money in hand in our betting pool to make money on our bet investments will require more. We do have outside investors chopping at the bit that are ready to plunge in when we reach this point as they see what we’ve already accomplished and what we are about ready to do and will decide on the amount required to cover for these essentials we’ll establish a per share investment then.

Next post we’ll share what this means in value towards your investment now, it’s increased worth in the very near future and then an estimated worth at the end of our first year.

Non-Disclosure

Non-Disclosure Agreement

This Non-disclosure Agreement (this “Agreement” is effective as of May 08, 2020 the “Effective Date”), by and between Zen Racing Stats LLC (the “Owner”), of 8465 W Sahara Ave Suite 111-515, Las Vegas, Nevada 89117, and all LLC Members (the “Recipient”) where

Zen Racing Stats LLC will be sharing proprietary information with all its members, investors, and silent partners and as long as they own stock in and/or work for Owner in any capacity is prohibited from sharing, giving away, selling, showing or collaborating with to any person and/or entity outside Zen Racing Stats LLC company indefinitely.

The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner Regardless of whether specifically identified as confidential or proprietary. Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

A. “Confidential Information” does not include:

– matters of public knowledge that result from disclosure by the Owner;

– information rightfully received by the Recipient from a third party without a duty of confidentiality;

– information independently developed by the Recipient;

– information disclosed by operation of law;

– information disclosed by the Recipient with the prior written consent of the Owner;

– information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.

B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.

C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

D. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the
term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing a profit, fees, or otherwise, without the specific written approval of the Owner. In such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

V. RETURN OF CONFIDENTIAL INFORMATION: Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Receipt certifying that all materials have been returned within five (5) days of receipt of the request.

VI. RELATIONSHIP TO PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of the Agreement.

IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expense, including reasonable attorney’s fees, cost and expenses resulting from the indemnifying party’s material breach of any duty. representation, or warranty under this Agreement.

X. ATTORNEY’S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

XI. TERM. The obligations of this Agreement shall survive Indefinitely from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.

XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Nevada. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets; (1) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (11) in a complaint or other document filed in a lawsuit if made under seal.

XIV. SIGNATORIES. This Agreement shall be executed by Susan L. Sweeney Bain, Owner, on behalf of Zen Racing Stats LLC and Recipient and delivered in the manner prescribed by law as of the date first written above.