| Step | Action | Owner | Status | Filing Cost |
|---|---|---|---|---|
| 1 | File Certificate of Incorporation (DE Secretary of State) | SAVAR | NEXT | $254 (state) + $179/yr (agent) |
| 2 | Issue 10M common shares to Tomas @ $0.0001 par; file §83(b) if vesting | SAVAR | PENDING | -- |
| 3 | Officer + director appointments; bylaws + first written consent | SAVAR | PENDING | -- |
| 4 | Obtain EIN (IRS Form SS-4 online) | TOMAS | PENDING | $0 (self-file) |
| 5 | DE franchise tax registration | TOMAS | PENDING | $400/yr (min) |
| 6 | NY foreign corporation qualification | TOMAS | PENDING | $380 + $109 (good standing) |
| 7 | Open corporate bank account | TOMAS | PENDING | -- |
| 8 | Founder IP-assignment agreement (all pre-formation IP into C-Corp) | SAVAR GALLUS THORNTON | PENDING | -- |
| 9 | TM assignment (5 marks: Tomas → Red Hook Performance, Inc.) | THORNTON | PENDING | ~$1,140 (USPTO recording) |
| 10 | SAFE angel-round template + first closings | SAVAR | PENDING | -- |
| Entity | Jurisdiction | Status | Disposition |
|---|---|---|---|
| Red Hook Performance, Inc. | Delaware | TO BE FORMED | C-Corp. Operating entity + IP holder. d/b/a Better Athlete. QSBS §1202-eligible. 10M authorized @ $0.0001 par. |
| Red Hook Performance Lab LLC | New York | FORMED · EIN 41-5345361 · D-U-N-S 14-557-2395 | Disposition pending Savar review. Currently used for Apple Developer enrollment. |
| Better Athlete App LLC | New York | ARCHIVED | Never formed. C-Corp replaces (2026-07-14 pivot). |
| EA Operations LLC | New York | ARCHIVED | Never formed. C-Corp replaces (2026-07-14 pivot). |
| Seen. Strong. Foundation, Inc. | Delaware | Q4 2026 | 501(c)(3) public charity. Runs 100,000 Girls campaign. Independent board. Arm's-length contracts with C-Corp. |
Why "Red Hook Performance" not "Better Athlete": "Better Athlete" is a registered trademark. Using it as the corporate name creates a naming collision that complicates TM prosecution and enforcement. The C-Corp operates d/b/a Better Athlete; the mark stays clean.
Legend: P = primary owner · S = support / concurrent · – = not involved
| Workstream | LLGC | Savar | Gallus | Thornton | Gate |
|---|---|---|---|---|---|
| C-Corp incorporation + bylaws | – | P | – | – | QSBS clock starts |
| Founder stock issuance (10M @ $0.0001) | – | P | – | – | §83(b) 30-day window |
| Founder IP-assignment agreement | – | P | S | S | Gallus + Thornton confirm "prior invention" schedule |
| Omnibus provisional patent | – | S | P | – | Filed personally, assigned to C-Corp |
| TM assignment (5 marks → C-Corp) | – | S | – | P | Savar coordinates timing with formation |
| Everyday Athlete renewal | – | – | – | P | Oct 19 deadline |
| C&D to Everyday Athlete, LLC | – | – | – | P | Before portfolio cleanup |
| SAFE angel template + closings | – | P | – | – | YC post-money SAFE |
| DTSA NDA template | S | P | S | S | §1833(b) notice required |
| Franchise agreement + FDD | S | P | S | S | Two-tier confidentiality; TM sub-license |
| Meredith Speck restricted common | – | P | – | – | Milestone vesting |
| Foundation 501(c)(3) | – | P | – | – | Q4 2026 |
| RHPL LLC disposition | – | P | – | – | Keep for Apple Dev, TBD |
| HIPAA/BAA compliance (Supabase) | P | – | – | – | Go-live blocker (see §08) |
| HIPAA scoping memo — CE / BA / both / neither | P | – | – | – | Blocks every row below it |
| Vendor BAAs + DPAs (nine vendors) | P | – | – | – | Zero executed; four requests are free |
| HSS + NYU Langone institutional agreements | P | S | – | – | Savar supports on entity + IP terms |
| School pilot MOU + data processing addendum | P | S | – | – | FERPA boundary must land first |
| Minor + care-team consent, COPPA pathway | P | – | – | – | NY personal-representative rule |
| Privacy policy across five sites | P | – | – | S | Thornton supports on mark usage |
| 1099 trainer contracts + employment | P | S | – | – | IP assignment clause coordinates with Savar |
| Insurance limits (E&O, GL, professional, abuse rider) | P | – | – | – | Interlocks with BAA §12 |
Engaged 2026-09-02. Ranked by what blocks the fall pilot, not by size. Items 1 and 2 are the two that unblock everything below them — the compliance programme is fully drafted and built on an assumption nobody has ruled on. Full detail, including the eleven open questions verbatim: Lane L →
| # | Action | Why it is where it is | Status |
|---|---|---|---|
| 1 | Issue the HIPAA scoping memo — covered entity, business associate, both, or neither | Every other item assumes an answer. Our ledger recorded this closed on 2026-08-17 with no memo, opinion or rationale on file; an internal audit re-opened it. Treat it as unanswered. | FIRST |
| 2 | Redline BA-BAA-Template-V1.0 and answer the eleven questions in the counsel brief | The template is drafted, unreviewed, and deliberately role-agnostic. Q2 asks whether that is defensible or reads as indecision. Sent as a redline exercise, not a blank page. | FIRST |
| 3 | Rule on the FTC Health Breach Notification Rule and state consumer-health-data statutes | If we are outside HIPAA for directly collected data we may be inside these, and no analysis exists. The entire programme is HIPAA-shaped and would have the wrong shape. | PENDING |
| 4 | Two architectural rulings: athlete identity by URL parameter, and a privileged database credential in a web-hosting environment | Both flagged in internal audit. We need to know whether either can exist at all once real data is in scope, because the answer changes the build order. | PENDING |
| 5 | Set insurance limits — what we require of counterparties and what we carry (Q.0.5) | Deliberately left blank in the template §12. We should not require of a two-therapist clinic a limit we do not carry. Both numbers get set at once. | PENDING |
| 6 | Minors and personal representatives under New York law (M.P.60.02, M.P.90.02) | Most individuals are minors and the athlete is a direct user, not a passive subject. Determines what a parent dashboard may show of a 15-year-old’s record. §10 drafted on instinct. | PENDING |
| 7 | FERPA boundary + school MOU / DPA package (M.P.60.05, P.0.14) | Needed before BASIS Independent or any school signs. Where does the line fall when a school-employed athletic trainer enters the same assessment a club coach enters? | PENDING |
| 8 | HSS Sports Medicine + NYU Langone institutional agreements (F.6.2, F.3.1) | The reason healthcare-tech experience was the hire criterion. Preferred-provider designation, joint research, and the data-sharing terms underneath both. | PENDING |
| 9 | Vendor BAA and DPA execution across nine vendors (Q.0.11) | Not one is executed. Four of the requests cost nothing to send. Two — the database and edge-compute providers — are purchasing decisions, not legal ones, and Tomas owns those. | PENDING |
| 10 | Privacy policy across five sites, audience-aware (M.P.30.03) | Girl-facing, family-facing, school/clinical-facing and investor-facing are four different readers. Attorney review before publish, not after. | PENDING |
| 11 | 1099 trainer contract templates, two tiers (P.0.13) | Employment lane. IP assignment to BA, narrow non-compete, and the classification question underneath both. | PENDING |
| 12 | Incident response + breach notification path (M.P.90.03) | Eight-stage protocol drafted internally. External owner for the notification path has been an open slot since June. | PENDING |
| # | Action | Timeline | Status |
|---|---|---|---|
| 1 | File Delaware C-Corp Certificate of Incorporation | Week 1 of August | NEXT |
| 2 | Draft bylaws + first written consent of sole incorporator | Week 1-2 | PENDING |
| 3 | Issue 10M common to Tomas; prepare §83(b) election | Week 1-2 | PENDING |
| 4 | Draft founder IP-assignment agreement (coordinate scope with Gallus + Thornton) | Week 2 | PENDING |
| 5 | DTSA NDA template with §1833(b) whistleblower notice | Week 3-4 | PENDING |
| 6 | SAFE angel-round template (YC post-money; valuation cap TBD) | Week 3-6 | PENDING |
| 7 | Meredith Speck Founding Athlete Partner restricted-common instrument | Week 4-6 | PENDING |
| 8 | Franchise agreement + FDD state-by-state scoping | Week 6-10 | PENDING |
| 9 | RHPL LLC disposition review | TBD | PENDING |
| 10 | Foundation 501(c)(3) formation prep | Q4 2026 | PENDING |
| 11 | HIPAA/BAA compliance review — moved to LLGC 2026-09-03; the Supabase Team plan + HIPAA add-on half is a purchasing decision Tomas owns | Pre-pilot | REROUTED |
| # | Action | Timeline | Status |
|---|---|---|---|
| 1 | Draft omnibus provisional claims + drawings (Dual-State Protocol, LESRI, Fibonacci, Master Library) | August 2026 | NEXT |
| 2 | Deliver draft for founder review | TBD | PENDING |
| 3 | File provisional with USPTO | TBD | PENDING |
| 4 | Confirm "prior invention" schedule scope for Savar's IP-assignment | Concurrent with #2 | PENDING |
| 5 | Non-provisional conversion (12-month clock from filing) | ~12 months post-file | PENDING |
| # | Action | Deadline | Status |
|---|---|---|---|
| 1 | C&D letter to Everyday Athlete, LLC (infringement / unauthorized use) | ASAP | NEXT |
| 2 | Update USPTO change-of-representation (all 5 marks) | Concurrent | PENDING |
| 3 | Audit existing registrations (Reg. 6,200,700 + 6,200,701 status) | Concurrent | PENDING |
| 4 | EVERYDAY ATHLETE new filing (ITU, Classes 9+42, software/SaaS protection) | TBD | PENDING |
| 5 | BETTER ATHLETE full clearance + filing (Classes 9, 41, 42) | TBD | PENDING |
| 6 | EVERYDAY ATHLETE renewal (Section 8+9 combined) | Oct 19, 2026 | PENDING |
| 7 | Section 8/15 maintenance (4 marks, Reg. 6,200,700-703) | Nov 17, 2026 | PENDING |
| 8 | TM assignment to C-Corp (all 5 marks, post-formation) | Post C-Corp | PENDING |
| # | Action | When | Notes |
|---|---|---|---|
| 1 | Confirm formation service filing for Red Hook Performance, Inc. (or confirm Savar handles). File DE trade name for "Better Athlete" d/b/a if needed. | This week | $254 state fee + $179/yr agent. Skip expedite ($50) -- standard is 1-3 business days. |
| 2 | File EIN online (IRS Form SS-4, irs.gov) | Day of incorporation | Free. Immediate. Need Certificate of Incorporation number. |
| 3 | Confirm Nathan engagement to begin provisional drafting | This week | Unblocks patent work. |
| 4 | File §83(b) election with IRS | Within 30 days of stock grant | Savar prepares; Tomas mails certified. Miss = taxable event. |
| 5 | Open C-Corp bank account | After EIN | Mercury, Brex, or traditional. Need: cert of incorporation, EIN, bylaws. |
| 6 | NY foreign qualification | 30-60 days post-formation | $380 + $109 good standing from DE. Can use own NY address as agent. |
| 7 | DE franchise tax annual registration | After formation | $400/yr minimum. Authorized shares method likely cheapest at 10M shares. |
| 8 | Upgrade Supabase to Team plan + execute BAA | Pre-pilot | Required for HIPAA compliance. Only hard go-live blocker. |
| Category | Item | Amount | When |
|---|---|---|---|
| Formation | DE state filing fee | $254 | Week 1 |
| DE registered agent (annual) | $179/yr | Week 1 | |
| NY foreign qualification + good standing | $489 | Month 2 | |
| Ongoing | DE franchise tax (annual, authorized shares method) | $400/yr | Annual |
| Assignment | TM assignment to C-Corp (USPTO recording) | ~$1,140 | Post-formation |
| TM renewals | Everyday Athlete renewal (Section 8+9 combined, USPTO) | $1,300 | Oct 19, 2026 |
| TM maintenance | Section 8/15 maintenance (4 marks, USPTO class fees) | ~$2,300 | Nov 17, 2026 |
Filing and government fees only. Counsel fees per separate engagement agreements.
| Area | What changed | Legal relevance |
|---|---|---|
| Security hardening | Five-priority production hardening completed: anon PHI access dropped (P1); anon/authenticated EXECUTE revoked on security-definer functions (P2); 42 definer views converted to invoker (P3); function search_path pinned (P4); public bucket listing dropped (P5). | Strengthens trade-secret "reasonable measures" posture (DTSA). Evidence of active security management for any HIPAA audit. |
| Dev environment | Synthetic development branch created at full schema parity with production. Reproducible baseline schema committed (squashed from 277 historical migrations). CI proves migrate-from-zero + security invariants. | Demonstrates engineering controls for IP protection. Separation of dev/prod supports BAA compliance. |
| Database scale | 226 public tables (up from 145 at last briefing). Row-level security enabled on all 226. Master Library: 1,989 clean exercises, 61 quarantined; 154 protocols; 4-role muscle model. | Corpus scope matters for provisional patent claims (Master Library selection algorithm). Data volume supports trade-secret value argument. |
| Clinical gate removed | Clinical review gate (pending_clinical_review) removed 2026-07-24. All exercises now selectable. PT review by Allison Gibbons is post-hoc and non-blocking. |
Simplifies product claims. No regulatory gate on exercise selection -- standard of care, not clinical device. |
| Run-from-anywhere | Operator OS V1.1 architecture: command bus, Worker front door, 4 execution lanes (Auto/Script/Workflow/Human). Terminal is never the execution point. | Architecture documentation supports trade-secret claims. Operational automation reduces human-error risk. |
| Operator finance | Franchisee/facility operator money view: 4 reporting views (MRR, AR aging, cash position, unit economics). Stripe writes are unbuilt and Lane-D (human) by design. | Franchise FDD preparation. Operator financial visibility is a franchise disclosure requirement. |
| Assessment-first pivot | BA runs the movement screen itself (no AT = no buyer problem solved). Separate sites for families and institutions. Video screen (via SPLYZA motion integration) is critical path. | Changes go-to-market structure. May affect franchise territory definitions and FDD scope. |
Route by scope, not by history. Each counsel stays in their lane:
| If the work is... | Route to |
|---|---|
| HIPAA, BAA, PHI, consent, COPPA/FERPA, privacy policy, breach notification | LLGC |
| Commercial contracts — SaaS, MSA, SOW, DPA, vendor paper, NDA | LLGC |
| Healthcare institutional agreements — HSS, NYU Langone, clinics, school pilots | LLGC |
| Employment, contractor agreements, HR | LLGC |
| Entity formation, capital (SAFE, Series A), franchise + FDD, Foundation 501(c)(3), IP assignment, board and bylaws | SAVAR |
| Patent (provisional through prosecution) | GALLUS |
| Trademark (prosecution + assignment) + DMCA | THORNTON |
public.legal_counsel; this page renders it, it does not define it.
Privilege note: Cross-counsel communications are common-interest privileged (same client, overlapping matters). Copy others when helpful; ask before copying if unsure.
Four-layer classification. All layers assign into the C-Corp at formation.
| Layer | Contents | Instrument | Owner |
|---|---|---|---|
| Trade secret | LESRI formula, 8-multiplier stack, 1,800 AU/wk anchor, contraindication mapping, source code, aggregate dataset, 1,989-exercise Master Library corpus | DTSA "reasonable measures" (NDAs, MFA, audit logs, branch protection, security hardening P1-P5) | SAVAR |
| Patent | Dual-State Protocol (10 claims drafted), LESRI composition, Fibonacci-as-state-machine, Master Library selection algorithm | Omnibus provisional → assign to C-Corp at incorporation | GALLUS |
| Copyright | Source code, documentation, design system (Claude Design v3/v4), exercise line-drawing library (430 generated), digital assets | Batch register with US Copyright Office; DMCA-1074271 registered | SAVAR |
| Trademark | 5 registered marks (Better Athlete, Everyday Athlete, Everyday Balance, Everyday Surfer, +1); "Seen. Strong." pending | Assign Tomas → C-Corp post-formation | THORNTON |
18-section legal team briefing. Entity architecture, IP classification, tech stack, data model, business model, competitive landscape, counsel routing, deadlines, action plans.
UPDATED13-item implementation checklist. V1.0 vs V2.0 pivot table. LLC disposition. IP assignment. Counsel of record.
UPDATED14-section strategy brief for acting counsel. Positioning, IP, corporate architecture, tech architecture, business model, partnerships, competitors, unit economics, KPIs.
UPDATED12-section competitive and market landscape. Girls ACL crisis moment, 4-layer solution, Pro Forma V16.6, competitor deep dive, partner landscape, NWSL playbook, activation 30/60/90.
UPDATEDRoster tables for all advisory groups: Founder + Executive, Clinical Advisory, Legal Team, Strategic + Athlete Partners, Operational Advisors, Network Conduits.
LIVEInteractive filing status tracker. Filter by your assignments. Update status. Add notes. Export CSV. Backed by live API.
Access: This site is protected by Cloudflare Access. You'll receive a magic-link OTP to your email the first time you visit. No password needed -- just click the link in your inbox.
Your briefing materials are in Section 11 above. Each document is a self-contained HTML page -- no login required beyond the initial Cloudflare Access verification.
The Filings Tracker (filings.html) is a live application that shows your open assignments. It filters automatically by your email -- you'll see your own items first. You can update status, add notes, and export to CSV.
Updates: This dashboard is versioned. V2.0 (this version) adds platform status, updated entity architecture, and corrected exercise library figures. When content changes, you'll receive an email from Tomas with a link to the updated version.
Questions or corrections: Email tomas@betterathlete.com or call directly.