Section 00
EXECUTIVE SUMMARY
Stapley House, or “Stapleys” for short, is a proposed neighborhood bar and community gathering space planned for the southwest corner of Stapley Drive and Main Street in Mesa, Arizona.
The concept combines four things we believe belong together: good drinks, local food, a great outdoor space, and the neighborhood itself.
Instead of constructing another traditional restaurant, Stapley House will use converted shipping containers to create a distinctive outdoor bar centered around a comfortable, highly social patio.
The property is envisioned with community tables, comfortable lounge seating, shade trees and canopies, misters, string lights, fire-pit seating, music, televisions, rotating local food trucks, and plenty of places to spend an afternoon or evening with friends.
The biggest difference between Stapley House and a traditional neighborhood bar is not the building. It’s who we want to help build it.
Subject to completion of all required legal, financial, regulatory, and offering documentation, Stapley House intends to pursue a community investment offering under Regulation Crowdfunding (“Reg CF”).
Our preliminary plan is to seek approximately $500,000 in community investment capital while offering investors an aggregate economic interest of approximately 25% of the company, subject to the final terms of the offering.
Rather than having one large outside investor fund the project, our vision is to give members of the community an opportunity to participate in the business.
Build the neighborhood bar that the neighborhood helped build.
Section 01
THE CONCEPT
Stapley House is designed to transform an underutilized corner at Main Street and Stapley Drive into a recognizable neighborhood destination.
The physical concept centers around three converted shipping containers. Two containers would create an L-shaped ground-floor structure. One would house the primary bar and beverage operation. The second would accommodate restrooms, storage, refrigeration, and a walk-in cooler.
A third container would be positioned above part of the ground-floor structure, subject to engineering, zoning, accessibility, fire-code, and building-code approval. The upper level could potentially provide additional seating, private-event space, storage, or another revenue-producing use.
The Yard
The remaining property would become the heart of Stapleys. The outdoor space is envisioned to include:
- Community-style tables
- Comfortable lounge seating
- Fire-pit areas
- Shade trees and landscaping
- Large shade canopies
- String lighting
- Outdoor misting systems
- Music
- Televisions for sporting events
- A dedicated rotating food-truck area
- Flexible community and event space
The goal is not to create another traditional restaurant. Stapleys is the backyard of the neighborhood.
Section 02
THE FOOD TRUCK MODEL
Stapley House is intentionally being designed WITHOUT a traditional full-service restaurant kitchen.
Instead, the property will include a dedicated food-truck location allowing LOCAL food businesses to rotate through Stapleys.
The rotation creates variety for our customers while providing local food trucks with access to a permanent neighborhood destination and customer base.
For Stapleys, this model potentially eliminates a significant amount of kitchen equipment, food inventory, food waste, kitchen labor, and operational complexity. It also gives customers another reason to keep coming back.
If I have learned anything about restaurants, it is that the bar always pays the kitchen bills.
Stapleys provides the drinks and the experience. Local businesses bring the food.
Section 03
BEVERAGE PROGRAM
Beverage sales are expected to represent the primary source of revenue for Stapley House. The beverage program will focus on quality without becoming overly complicated.
Cocktails
A focused selection of approachable craft cocktails designed for speed, consistency, and profitability.
Beer
A combination of familiar brands and Arizona breweries, with an emphasis on supporting local producers whenever practical.
Wine
A small, approachable selection designed around the casual nature of Stapleys.
Non-Alcoholic Beverages
Mocktails and other alcohol-free options will allow more people to enjoy the Stapleys experience regardless of whether they drink alcohol.
Keeping the beverage menu intentionally focused should help reduce inventory requirements, simplify bartender training, improve service times, and control beverage costs.
Section 04
LIQUOR LICENSE
Stapley House intends to acquire an Arizona Series 6 Bar Liquor License, subject to availability, regulatory approval, and completion of the applicable transfer and licensing process.
For preliminary budgeting purposes, approximately $225,000 has been allocated toward the acquisition of a Series 6 license. The actual acquisition cost could be higher or lower depending upon market conditions, availability, negotiations, and associated costs.
The license is important to the Stapley House business model because the concept is fundamentally beverage-focused rather than dependent upon operating a traditional restaurant kitchen.
The acquisition, transfer, and use of any liquor license will be completed through the applicable Arizona regulatory process.
Section 05
THE CUSTOMER
Stapley House is being created primarily for people who live, work, and spend money in Mesa.
We’re not trying to build a nightclub. We’re not trying to build an expensive cocktail lounge. We’re trying to answer a much simpler question:
“Where should we go have a drink tonight?” We want Stapleys to become the easy answer.
Our anticipated customers include nearby residents, young professionals, couples, service-industry employees, local business owners, small groups, sports fans, food-truck followers, and people already visiting businesses along Main Street and throughout central Mesa.
Stapleys should feel comfortable enough for a Tuesday afternoon beer and interesting enough to bring ten friends on Saturday night.
Section 06
WHY MAIN & STAPLEY?
Location is part of the identity. The intersection of Main Street and Stapley Drive gives the concept visibility while also giving us something even more valuable: a name people already know.
“Stapley House” immediately connects the business to its neighborhood. Instead of manufacturing an identity and trying to convince people it belongs there, we want the business to grow naturally from its location.
The shipping-container architecture, landscaping, patio, lights, food trucks, and outdoor atmosphere should make the property immediately recognizable from Main Street.
“What is that place? We need to check it out.”
Important note: theoretically the rent should be extremely cheap. We would be adding tremendous value to every house in the neighborhood and to every business in that parking lot.
Section 07
COMMUNITY OWNERSHIP
This is where Stapley House becomes different. Instead of relying exclusively on traditional bank financing or a handful of large private investors, Stapley House intends to explore raising a significant portion of its startup capital directly from the community through Regulation Crowdfunding.
Subject to final legal and offering documentation, the preliminary capitalization concept is:
| Proposed Capital Raise | $500,000 |
| Proposed Aggregate Investor Economic Interest | 25% |
| Founder / Existing Ownership | 75% |
| Indicative Investment Unit | $1,000 |
| Maximum Intended Individual Investment | $20,000* |
| Implied Pre-Money Valuation | $1,500,000 |
| Implied Post-Money Valuation | $2,000,000 |
*Subject to applicable law and final offering terms. These numbers are preliminary planning assumptions only.
The actual security being offered, valuation, minimum investment, target offering amount, maximum offering amount, investor eligibility, economic rights, voting rights, distributions, transfer restrictions, and other terms will be established in the company’s formal offering documents.
Section 08
HOW REGULATION CROWDFUNDING WILL WORK
Stapley House intends to conduct its community investment campaign pursuant to Regulation Crowdfunding, subject to advice from qualified securities counsel and completion of all required documentation.
The offering will be conducted through a single appropriately registered crowdfunding intermediary. Interested investors will be directed to the authorized crowdfunding platform to review the formal offering materials and make investment commitments.
Before launching the offering, Stapley House intends to complete the required legal, financial, and regulatory preparations, which may include:
- Establishing the final company and capitalization structure
- Completing the operating agreement
- Determining the security being offered
- Establishing investor economic and voting rights
- Preparing required financial information
- Preparing required risk disclosures
- Preparing and filing SEC Form C
- Establishing the target offering amount and offering deadline
- Establishing closing and cancellation procedures
- Completing other documentation required by the selected intermediary and applicable law
Stapley House will not accept crowdfunding investments outside of the authorized offering process.
Section 09
PROTECTION OF INVESTOR FUNDS
Transparency is essential to the community-ownership model. Investment commitments and funds will be handled according to Regulation Crowdfunding, the requirements of the selected intermediary, and the terms contained in the final offering documents.
Crowdfunding proceeds will not simply be deposited into Stapley House’s normal operating account as they are committed. The company will not have access to offering proceeds until the applicable closing requirements have been satisfied and the funds are properly released to the company.
If the required funding threshold is not achieved, or the offering otherwise fails to close, investor funds will be handled or returned according to the offering terms and applicable regulations.
The final funding threshold, offering period, closing conditions, cancellation rights, and procedures for releasing investor funds will be clearly disclosed through the authorized crowdfunding offering.
Protect the investors. Raise the capital correctly. Then build Stapleys.
Section 10
WHY COMMUNITY INVESTMENT MATTERS
Community crowdfunding is not simply our financing strategy. It is part of our marketing strategy and part of our identity.
Someone who invests in their neighborhood bar has a different relationship with that business than an ordinary customer. They have a reason to bring friends, to celebrate birthdays there, to recommend it, to share Stapleys on social media, and to care about what happens there.
“That’s my bar. I helped build it.”
Section 11
PRELIMINARY USE OF FUNDS
The current preliminary $500,000 development budget is:
| Series 6 Liquor License | $225,000 |
| Shipping Containers & Structural Work | $60,000 |
| Bar Buildout & Equipment | $45,000 |
| Restrooms / Plumbing / Walk-In Cooler | $35,000 |
| Patio, Fencing & Landscaping | $30,000 |
| Shade Structures, Misters & Lighting | $20,000 |
| Furniture & Fire-Pit Area | $15,000 |
| Architectural, Engineering & Permitting | $20,000 |
| POS, Security, Audio & TVs | $10,000 |
| Pre-Opening / Marketing | $10,000 |
| Opening Inventory | $10,000 |
| Working Capital / Contingency | $20,000 |
| Total | $500,000 |
These numbers are preliminary estimates. Actual costs will be refined through contractor bids, architectural and engineering work, licensing costs, equipment quotes, site-development requirements, permitting, and professional services.
The final use-of-proceeds disclosure included with any crowdfunding offering may therefore differ from this preliminary budget.
Section 12
REVENUE MODEL
Stapley House is intended to be a relatively simple hospitality operation centered primarily around beverage sales. Primary revenue is expected to come from cocktails, beer, wine, and non-alcoholic beverages.
Additional potential revenue opportunities may include:
- Private events
- Special ticketed events
- Merchandise
- Sponsored events
- Brand partnerships
- Food-truck arrangements
- Community events
- Other approved revenue opportunities
Smaller footprint + no traditional kitchen + controlled labor + controlled inventory + beverage-focused revenue.
The objective is to create an operation capable of generating significant customer volume without the overhead and complexity associated with a traditional full-service restaurant.
Section 13
OWNER BENEFITS
We want investing in Stapley House to feel different from simply owning an investment on paper. We want qualifying community investors to actually feel like owners when they walk through the gate.
Subject to the final offering terms, applicable law, tax considerations, and company policies, Stapley House currently intends to offer qualifying investors special owner benefits.
Proposed Owner Discount
- 50% off qualifying personal purchases Monday–Thursday
- 30% off qualifying personal purchases Friday–Sunday
The weekday benefit is intentionally larger because it may encourage owners to visit during traditionally slower periods.
Additional proposed benefits may include:
- Owner preview nights
- Investor-only events
- Annual owner appreciation party
- Early access to selected events
- Exclusive merchandise
- Periodic company updates
- Founding Owner recognition
- Community participation opportunities
Benefits may be subject to exclusions, limitations, modification, or discontinuation based on applicable law and company policy.
Unfortunately we will not be able to guarantee the food trucks will be able to honor these discounts, seeing as food truck owners are extremely hard workers trying to run a small business on very tight margins.
Section 14
THE STAPLEYS FOUNDING OWNER
Subject to final legal and offering terms, qualifying original investors may be recognized as Stapleys Founding Owners.
Our vision includes a personalized Stapleys Founding Owner Card — Built in Mesa. Owned by the Neighborhood. 50% off Monday–Thursday. 30% off Friday–Sunday.
The purpose isn’t simply the discount. You helped build this place.
Section 15
PROFIT DISTRIBUTIONS
Our goal is to build a profitable company in which investors have the opportunity to participate economically in the success of the business.
Stapley House currently anticipates evaluating potential investor distributions approximately twice per year, subject to the final terms of the securities being offered and the company’s governing documents.
Before considering distributions, management expects to prioritize the financial health of the business. Among other considerations, the company would generally seek to:
- Remain current on operating expenses
- Remain current on outstanding debt
- Maintain adequate tax reserves
- Maintain reserves for anticipated expenses
- Maintain sufficient cash to operate responsibly
- Maintain a target minimum of approximately $50,000 in working capital
Available cash beyond appropriate reserves may then be considered for distribution according to the rights associated with the securities issued.
Distributions are not guaranteed. There may be periods when Stapley House is profitable but management determines that retaining cash within the company is in the best interest of the business.
Section 16
LIMITED TRADITIONAL DEBT
One of the potential advantages of community funding is reducing the project’s dependence on traditional debt.
If Stapley House can raise sufficient equity capital to fund development, the company may be able to avoid or substantially reduce large monthly principal and interest payments.
That does not guarantee profitability or distributions. However, reducing debt service may allow more operating cash to remain available for working capital, improvements, reserves, growth, and potential future distributions.
Section 17
SELLING OR TRANSFERRING AN INVESTMENT
An investment in Stapley House should be considered a long-term and illiquid investment.
Securities acquired through Regulation Crowdfunding are subject to restrictions on transfer, including restrictions that generally apply during the first year after purchase, subject to certain exceptions.
Even after applicable restrictions expire, there is no guarantee that a market or purchaser will exist for an investor’s ownership interest. Stapley House does not guarantee that:
- An investor will be able to sell an investment
- The company will repurchase an investment
- Another investor will purchase it
- The investment will retain its original value
- The investment will increase in value
Any future program designed to facilitate transfers or communication between eligible buyers and sellers will be developed only after appropriate legal review and in accordance with applicable securities laws and company governing documents. No secondary market or liquidity program is currently promised or guaranteed.
Section 18
WHAT IF SOMEONE WANTS TO BUY STAPLEY HOUSE?
We’re building Stapley House because we believe in small businesses and because we enjoy making cool stuff for our neighborhood. We’re not building Stapleys simply to flip it. But building a valuable business is part of the goal.
If Stapley House eventually becomes successful enough that a legitimate buyer makes an attractive acquisition offer, management believes that opportunity deserves appropriate consideration.
Any potential sale would be handled according to the company’s operating agreement, the rights associated with the securities issued, and applicable law. The final offering documents will determine what voting rights investors have regarding a sale, merger, or other major company transaction.
There is no guarantee Stapley House will ever be sold. But if an extraordinary opportunity eventually creates significant value for the company, our goal is to make sure the people who helped build Stapleys participate according to the rights of their investment.
Section 19
EVENTS & PROGRAMMING
Stapley House should be more than somewhere to buy a drink. Programming gives customers reasons to return throughout the week. Potential programming includes:
- Trivia
- Live acoustic music
- DJs
- Music Bingo
- Local brewery events
- Cocktail competitions
- Sports watch parties
- Neighborhood meetups
- Dog-friendly events
- Vendor markets
- Industry nights
- Local business collaborations
- Seasonal events
- Investor / owner events
The rotating food-truck schedule itself becomes part of the weekly entertainment and marketing calendar. There should always be another reason to come back to Stapleys.
Section 20
MARKETING STRATEGY
Stapley House will be marketed as a Mesa business first. The brand will focus on local identity, community, the unique container-bar environment, local food partnerships, and the process of building something new on Main Street.
Potential content includes construction progress, container transformations, bartender introductions, food-truck schedules, local collaborations, events, cocktails, neighborhood stories, and behind-the-scenes development.
The Regulation Crowdfunding campaign will be marketed in accordance with applicable securities laws. Communications regarding the specific investment opportunity will be coordinated with the selected crowdfunding intermediary and legal counsel.
Interested investors will be directed to the authorized crowdfunding platform for the complete offering terms, risk disclosures, financial information, and investment process.
Section 21
COMPETITIVE ADVANTAGES
Recognizable Architecture
Shipping containers create an immediately recognizable visual identity.
Lower Operational Complexity
Eliminating a traditional restaurant kitchen may substantially reduce equipment, food inventory, kitchen labor, and food waste.
Rotating Local Food
Customers receive variety while Stapleys supports independent food businesses.
Beverage-Focused Business
The Series 6 license supports a concept built primarily around beverage revenue.
Outdoor Experience
The patio isn’t an addition to the business. The patio is the business.
Community Investment
Potentially hundreds of community investors create a group of people with a personal interest in seeing Stapleys succeed.
Mesa Identity
Stapleys isn’t a concept that happens to be located in Mesa. Mesa is part of the concept.
Section 22
LONG-TERM VISION
The first priority is straightforward: make the original Stapley House successful.
If that happens, the concept could potentially have applications elsewhere. Other locations could use the same basic philosophy: a recognizable neighborhood location, a small physical footprint, an incredible outdoor gathering space, a beverage-focused operation, local food partners, and strong neighborhood identity.
Expansion is not the immediate objective. The first Stapleys needs to earn the right to grow.
Section 23
INVESTMENT RISKS
Investing in Stapley House involves significant financial risk. Stapley House will be a startup hospitality business. There is no guarantee that it will become profitable or successful. Prospective investors should understand that:
- Investors could lose 100% of their investment
- Profitability is not guaranteed
- Distributions are not guaranteed
- The timing or amount of any distribution is not guaranteed
- Ownership interests may decrease in value or become worthless
- There is no guaranteed resale market
- Investors may be unable to sell their investment
- A future sale of Stapley House is not guaranteed
- Financial projections and examples are estimates rather than promises
- Construction and development costs may exceed current estimates
- The liquor license may cost more than anticipated
- Permitting, zoning, engineering, accessibility, fire-code, or other requirements could affect the project
- Opening could be delayed
- Consumer demand may differ from expectations
- Labor, insurance, utilities, liquor costs, rent, taxes, and other expenses may increase
- The company may require additional capital in the future
- Owner perks and benefits may be changed or discontinued when legally or financially necessary
An investment in Stapley House is not a savings account, loan, or guaranteed-return investment. Prospective investors should invest only money they can afford to lose.
Section 24
NO PERSONAL GUARANTEE OF INVESTMENT PERFORMANCE
To the fullest extent permitted by applicable law and the company’s governing and offering documents, the founders, managers, members, officers, employees, and representatives of Stapley House do not personally guarantee:
- Repayment of an investor’s original investment
- Profitability
- Distributions
- Appreciation in value
- A future purchaser for the investment
- A sale of the company
- Any particular investment return
Nothing contained in this business plan should be interpreted as a promise or guarantee of financial performance. Prospective investors should review the complete offering materials and consult their own legal, tax, accounting, and financial advisors as appropriate before making an investment decision.
Section 25
IMPORTANT SECURITIES NOTICE
THIS DOCUMENT IS A PRELIMINARY BUSINESS AND PLANNING DOCUMENT. It is intended to explain the Stapley House concept and the company’s current plans.
It is not, by itself, an offer to sell securities or a solicitation of an offer to purchase securities.
Any securities offering will be made only through the applicable authorized crowdfunding intermediary and pursuant to the company’s formal Regulation Crowdfunding offering materials and applicable law. The final offering documents will control in the event of any inconsistency between this business plan and the actual terms of the securities offering.
All proposed investment terms contained in this document — including valuation, ownership percentages, investment amounts, voting rights, distributions, investor benefits, transferability, and use of proceeds — remain subject to modification and final legal documentation.
Section 26
THE STAPLEYS PITCH
Imagine investing in a piece of the neighborhood bar you actually go to.
A place where you know the bartenders. Where the food truck changes throughout the week. Where you can sit around a fire with friends on a January night. Where you can grab a cold drink underneath the misters in July.
Where local breweries get poured. Where local food trucks get new customers. Where local musicians play. Where local businesses collaborate.
Where the people sitting around the bar aren’t just customers. Some of them helped build it.
We’re not trying to create another generic restaurant. We’re trying to create something that belongs specifically to this corner, this neighborhood, and this city.
“Who owns this place?” — “We do.”