Café Expansion

• Save a building.  Get discounted coffee & tea
• Community-owned. Invest to join
• Bond offerings. Members can invest in future bond offerings
• Social hub. Artisan bakery, café, arts workshop, performance venue
• Walkable.  On main street 
• Mixed use. Cafe + residences
• Sustainable.  Green roof, open to everyone

A collapsed building, rescued by a group of passionate citizens—this is the home of Art’s Café. Three floors, steeped in history, feature an artisan bakery and café with a connected arts workshop, performance venue, fully accessible green roof, and residences right in the heart of Springville, New York’s historic Main Street. Now, after five years of growth, the café is ready to expand.

Adjoining the cafe, 3 East Main is one of the most visible structures in Springville, but its vacancy has been a sad reminder of economic decline on Main Street. The building has sat vacant for years with a leaking roof, leaking pipes and accompanying interior destruction. With thousands of visitors to the cafe and a constant buzz of workshops, performances, language groups and other activity, the contrast between Three East Main and Art’s Cafe is stark.

In order to rescue this key property and expand the kind of downtown revitalization initiated by Art’s Café, a group of café community-owners pooled their resources and partnered with Springville Center for the Arts to purchase the building, laying the foundation for another chapter of community impact.

The project plans to house an art & artisan food market; expand the café’s current food production capacity; add green initiatives such as additional green roof, solar panels and geothermal heating; and create artist housing on the second floor.

Art’s Cafe Community Owners, LLC (the “Company”) plans to invest in this expansion of the cafe and is offering shares to members of the community and beyond. Owning a piece of Main Street is a way to be a part of Springville’s revitalization. Owners receive perks at the cafe such as $1 coffee and tea, discounts, and invitations to special performances or events.

- Community owners have a say by voting for the Board. - 

Located at 5 East Main Street, the café is an Italianate brick building built in 1880. For over a century, 5 East Main served as the home to many thriving businesses. Sadly, after 20 years of neglect, the roof collapsed into the basement, threatening neighboring buildings and passersby. Back taxes, liens, and debris began piling up.

From the beginning, the Art’s Cafe project was propelled by community support with Springville residents rallying through an online campaign. Several major State grants were awarded in the areas of historic preservation and community redevelopment. Despite major setbacks along the way, including asbestos discovery, a collapsing rear wall and unstable soils, the interior was cleaned out and Iron Workers Local 6 apprentices erected a steel structure within the old walls. Labor and love were given by carpenters, masons, architects and neighbors. One of the area’s first green roofs was installed by a crew of thirty trained volunteers. Through sweat and sacrifice, the structure was rebuilt, floor by floor.

In 2018, Art’s Cafe Community Owners, LLC was organized to facilitate community re-investment and ownership in the project. A community-oriented financing approach combined co-op -like ownership shares with historic tax credits. Major construction was completed in December of 2019 with the intent to open in the Spring of 2020.

COVID drastically changed those plans. The bakery opened for retail only that fall. Over the course of 2021-22, the front seating was opened and gradually menu items were added. The cafe has since grown to over half a million dollars in annual sales including 20,000 cookies, 10,000 loaves of bread and sees an average of 200 people each open day on what was very recently a dead corner.

This growth has occurred in a very compact space and the proposed expansion both addresses challenges to the current layout that will make operations more efficient, but also ways to continue the Cafe’s growth trajectory and impact the community. 

Expansion plans include five main priorities:

• Expanded Kitchen. Expand the Cafe’s kitchen to enhance food production capacity, focusing on greater volume, variety and financial strength.
• Commissary Kitchen. Establish a commissary kitchen that can be utilized by local food producers to foster local entrepreneurship and collaboration.
• Art + Artisan Food Market. Create a dedicated space for local artists and food artisans to sell their work, focusing on visibility and engagement with the public.
• Residential Housing. Develop two residential units on the upper floor to provide affordable housing for Springville residents, particularly artists.
• Green Initiatives. Expand the Art’s Cafe’s green roof to Three East Main Street, install solar panels, install geothermal heating and cooling to maintain cost efficient heating and cooling.

Expanded Kitchen. The Cafe’s current kitchen is less than 300 square feet including the bakery, dishwashing area, and storage. The preparation of meals occurs within a space smaller than most bedrooms. The Cafe is currently open only four days a week. It is not commercially viable to expand these hours or the menu without additional kitchen space. As is, staff can’t make your sandwich and prepare soup in the same space at the same time.

An expanded kitchen opens up possibilities for higher volume sales by enabling wholesale with other businesses, plus markets and events.

While the mission of the enterprise isn’t to increase the number of loaves sold, each sale helps to ensure the ability of our patrons to be in the cafe space experiencing art on the walls, seeing a concert and building community on Main Street. Expanded sales through markets and offsite events are also a strategic marketing approach - they spread the word about Art’s Cafe.

Commissary Kitchen. While an expanded kitchen can open up possibilities, the Cafe doesn’t need access 24/7. With an efficient layout, the kitchen can be a tool to support additional businesses and build more entrepreneurship on Main Street.

With direct access from the outside, the new prep kitchen will be available for rent to a slate of independent food entrepreneurs. Access to a commercial kitchen is often an impediment to the growth of many small producers. This may be a jam maker, chocolatier, or a food truck operator that could host pop-ups within the cafe.

At present, the entire Art’s Cafe bakery operation relies on a freezer smaller than a typical closet. With a large cook line, a range of equipment and things like a larger walk-in freezer, we plan to meet the needs of the cafe and pave the way for dynamic new partnerships.

Art & Artisan Market. Each year Springville Center for the Arts hosts a small art sale for the holidays. With the opening of the cafe, this sale moved into a few shelves within the seating area of Art’s Cafe. The response was immediate. While limited in size due to the need for seating, this sale jumped from a few thousand dollars to over $10,000. Many items sold within days. This success opens a little window, showing how to create a thriving retail space connected to the cafe.

The Cafe’s clientele demonstrated an interest in the handmade art products but we believe that there are additional untapped retail opportunities. For example, with limited counter space, the Cafe does not display food items it occasionally sells to customers. These specialty items such as flours or higher end staples can be requested but there is no marketing and no capacity to offer grab-and-go items such as soups or pre-made sandwiches.

Retail is the dream for so many businesses but the cost of space can be high and retail itself is a rapidly evolving concept. Despite the online world, we believe there is a growing niche market for art and artisan food and that pairing the existing cafe foot traffic with a retail environment may benefit both the cafe and local artists and entrepreneurs.

With the development of the Commissary Kitchen, we hope that there will be a natural connection to offer products from those businesses. We plan to partner with many local food producers, whether or not they use the Commissary Kitchen, and may include things like a growler filling station, a rack of pies, or a deli case of prepared foods with a rotating daily feature/chef/business to expand our offerings.

Residential Housing. Although we expect a first floor marketplace to be a great benefit to the artists and producers involved, it is not likely to be highly profitable for the Cafe. Utilizing the second floor as residences helps to enable a more mission-based use on the first floor. Based on local anecdotes, well-designed, updated housing is desirable in Springville, especially with elevator access to the second floor. The addition of second floor living, identified as a critical component of a thriving Main Street environment, could help to support the first floor businesses. We plan to provide tenant access to the amenities of the building including the common entry and library, laundry, and green roof, all towards making a desirable living space.

Green Initiatives. With the planned installation of a low-maintenance, extensive green roof, the project building should benefit from reduced cooling needs. Combining this green roof with solar panels is expected to increase the efficiency of the panels. With the cafe’s all electric kitchen, every kilowatt generated from the solar panels should remain on site, further reducing costs. Additionally, the investment in geothermal heating and cooling should keep operating costs and impact to the environment to a minimum and pave the way for future conversion of the existing cafe HVAC gas and electric units. 

Expanded Social Spaces. A seating area is planned adjacent to the existing green roof. On the first floor, we plan to expand the library, home to language classes and many morning quiet get-aways, into the neighboring building. This will offer additional seating, important during times when the main eating areas are closed for events, such as during a ticketed concert. The back door will open to an outdoor seating space.

Much of the construction scope of work at 3 East Main Street is intended to be funded by Three East Main Owners, LLC. We plan to use the funds raised through this offering for additional construction, purchase equipment and as working capital.  The expansion also requires modifications to the existing kitchen at 5 East Main Street. Funds may be used to purchase equipment or fund renovations within 5 East Main Street as part of a comprehensive expansion of the operation.

The Building located at Three East Main Street is an important structure in Springville’s East Main-Mechanic Street Historic District because of its architectural and historic significance.

Historical Significance. Three East Main Street is within a block of buildings that were constructed to replace those destroyed in one of Springville’s major fires when Hall’s Opera House burned on September 5, 1879. Its two-story height and brick construction are characteristic of the commercial buildings erected at this time when the village was beginning to grow rapidly. Thanks to the coming of the railroads to the town, its population nearly doubled between 1880 and 1896, and there was a great need for buildings to house the many shops, factories, and offices that served this growing population.

Three East Main Street was built by Stephen Spaulding, who, upon returning from the civil war, opened a photography studio on the site in 1867. After the fire and new construction, he placed his studio on the second floor, taking advantage of the many windows and utilizing the flat roof to collect water for both his developing process as well as a toilet room. The first floor boasted a tonsorial parlor operated by E.D.. Bement and a cigar factory in the rear storefront. J.O. Churchill leased the main storefront for general merchandise beginning in 1882.

Spaulding’s studio continued until his death in 1923 and the large studio space referred to as South Hall was used at various times for assembly including weekly Free Methodist services with Rev. W.M. Manning (1883) and the organizing of the Woman’s Christian Temperance Union (July 17, 1885).

In 1900 the building was purchased by A.L. Winship who converted the first floor to a department store. The Winship family was active in the structure for three generations. Interior stairs were added to a room above which held clothing and in 1906, with the sale of his stock to R.G. Lewis, a new basement sales room for crockery, wall paper and rubber goods was furnished. Oliver Dake moved his drug store into the space in 1915 where he offered “pure drugs, toilet articles, sundries, cigars, Ice Cream and Sodas.” In 1922 The Springville Journal advertised the opening of a Larkin Economy Store with a self-service plan.

1937 saw major alterations with the opening of L.L. Winship’s pharmacy. The existing terrazzo floor was added with a vitrolite storefront component, steel girders, and elimination of the rear partition. The interior boasted mahogany soda booths with black bakelite tops and chromium lights. It operated until approximately 1960. In 1971 Ted Wiltse opened a Liquor store. The Tartar family operated Plaza Pizzeria from 1987-97. In 2000, Ted and Kathy Winkey undertook extensive changes to create the Legacy Restaurant which operated off and on under various ownership until 2021. In recent years it has largely been vacant and has suffered damage from a leaking roof, burst water lines and the structural failure of multiple columns and beams.

Architectural Description of Building. Built in 1880, this two-story, flat-roofed brick building is the corner structure of a three building block that shares an Italianate façade, which the National Register nomination describes as “especially notable for the exuberant design of its second-story façade, which features brick piers between bays, round-arched window openings, recessed square brick panels, and a prominent bracketed metal cornice.” This block anchors the southeast corner of Main and Buffalo Streets at the western end of the East Main–Mechanic Streets Historic District.

The building is trapezoidal in plan following the angles of the surrounding streets, three bays wide at the front, 70 feet in depth, and the common wall it shares with its neighbor contains two chimneys. The storefront has been modified more than once, and currently has plywood coverings in place of the upper windows and bulkhead though the original cast posts remain exposed. The second floor of the main façade is intact, with a cast iron lintel above the storefront, stone window sills, brick pilasters separating the three round-headed window openings topped with brick corbels and squares, and surmounted by a metal cornice featuring small modillions set between pairs of larger modillions placed above the pilasters. The original two-lite upper sash and two-lite lower sash remain in the upper windows of which there are three on the north facade, five on the west and two on the rear and south facing facade.

The rear elevation faces an alley that runs parallel to Main Street and is paved in asphalt up to the building wall. The second story retains its original fenestration, two segmentally arched window openings. A juliet balcony was added with steel railings and a modern door set within a low-slung arch. The first story rear has undergone numerous changes with windows enclosed with brick and stainless steel sheeting, exhaust fans protruding, plus a newer door within a larger arched opening. The brickwork exhibits some deterioration especially at the lower points near the ground.

The side elevation has a second floor door originally leading to an external covered staircase that was replaced with a modern exterior door with no exterior landing or structure. Steel beams inserted through the wall to enable the removal of an interior column in 1950 remain exposed in the exterior brick. The first floor features four vinyl windows set in rectangular openings with steel lintels of an unknown era.

A second storefront sits at the south corner of the west facade with a prominent exposure toward the corner of Main and North Buffalo Streets. The original two-over-two large-scale windows on each side of the door have been replaced with brick infill and a transom. The door is of a recent vintage.

The entire exterior was first painted sometime prior to 1950 in a white and black scheme. Large, oversized awnings were added in the 2010s.

The interior was largely altered in 2000 with much of the original interior architectural detail removed. The first floor features a terrazzo floor dating from 1937. Original hexagonal columns had been hidden within partition walls making up a front dining area and bar, and rear bathrooms and kitchen. A beaded wood ceiling remains on the first floor.

Many recent updates such as a dropped ceiling, flooring, carpet, tile, a glass walled partition, larger dining space, bar, and bathrooms have been removed in anticipation of the proposed renovations. 

The Company is managed by a single manager elected by the Board. Currently the LLC Manager is Seth Wochensky. The Membership votes for the Board. Three East Main Property, LLC is managed by 3EMO. 3EMO is managed by Seth Wochensky. 

Seth Wochensky began as part-time Director of Springville Center for the Arts in 2010.  Since that time, the organization has grown to encompass multiple facilities and hundreds of arts activities yearly. Wochensky has overseen the implementation of over $3 million in capital projects, including seven simultaneous state grants from different agencies. He has guided construction for the Arts Center’s main facility, an 1869 former church. This has involved historic details, complex bidding requirements, and multiple design phases.

He spearheaded Art’s Cafe which took a collapsed Main Street building and transformed it into a performance space, two residences designed for artists, an arts workshop, and a public green roof centered around a community-owned bakery-cafe. To finance the completion of the project, he led a team to craft a novel combination of Historic Tax Credit Syndication and a Direct Public Offering, making smaller shares of tax credits available to 120 local investors.

In addition to arts administration, he is an artist in his own right, having appeared on stage, exhibited artwork, completed large scale installations and produced several CD’s. He previously directed several award-winning short films and has production credits including MTV, The Travel Channel, ABC, and The History Channel. He is an avid organic gardener and is co-founder of the nonprofit Green Springville.

Cafe Board. Art’s Cafe Management, LLC (ACM) which operates Art’s Cafe oversees the cafe operation and ensures that the project works towards improving the community, the workers, and local arts access. In addition to the worker-owners, three members represent our community-owners and three members represent the interest of Springville Center for the Arts. This Board also acts as an advisor to the proposed expansion project.

Carol Brucato, former owner of the Farmer’s Daughter Cafe, Carol is excited to bring good coffee and great food back to downtown Springville. From knowing a good cup of coffee to making her own cheese, Carol is interested in all things food. Carol worked for Wegmans as a Cheesemonger, and brings years of experience in food service and management to the team. She previously spent thirteen years with Ticketmaster as General Manager for the Western and Central New York region doing contract negotiation, personnel management, budgets, promotional execution, and software support. She programmed events and provided software support for box offices from New England to Virginia. Prior to that she spent four years as Box Office Manager for the Boston Ballet. Carol is an original worker-owner at Art’s Cafe.

Allison Duwe. Community organizer, non-profit director and mother, turned baker, Allison first tested her skills at granola, bread, and pizza making in the dining co-ops of Oberlin College. Spending the last several years deepening her knowledge of all things bread, Duwe oversees artisan bread and baking operations at Art’s Cafe. Allison also brings her organizational and fundraising talents to the Art’s Cafe operation. Allison served from 2006-2012 as the Executive Director of the Coalition for Economic Justice in Buffalo, NY. She is the past President of Springville Center for the Arts, Partnership for the Public Good, and the Springville GI School Board. She has been recognized by the John R. Oishei Foundation for her leadership skills. She is an original worker-owner.

Mark Stevens (SCA X) retired from a thirty-one year career at General Motors doing tool set-up, precision grinding and assembly. He was active in the United Auto Workers. He previously worked on the Town of Sardinia seasonal maintenance and groundskeeping crew. He is a member of the Sardinia Historical Society and the Springville Meals on Wheels. He previously served on the Board of Springville Center for the Arts.

Mary Carol Dearing (SCA X). As a Licensed Clinical Social Worker (LCSW-R) and Registered Play Therapist Supervisor (RPT-S), Mary Carol worked as a passionate school social worker in a public school for over 30 years. She formed Grow with Springville, a community development initiative. She volunteers with the Buffalo Audubon Society,  Erie-Catt Rail Trail, as well as the SCA Greenskeepers, tending the green roof at Art’s Cafe. She previously served on the Board of Springville Center for the Arts.

Katherine (Kasey) Gaines, MD (SCA X). As a medical doctor, Kasey has a passion for the intersection of food, gardening and health. She taught as an assistant and associate professor at SUNY Buffalo, Department of Medicine. Her career spans teaching and attending physician work at ECMC, Gastroenterology Associates, Hospice Buffalo, Buffalo General and more. She has a personal avocation in cooking and nutritional anthropology, supplemented by travel in US and abroad and she has presented numerous times on nutritional issues to medical and lay audiences. She previously served on the ethics committees at Kaleida and Catholic Health and the Bylaws Committee at ECMC. Kasey was active in Scouting for over fifteen years and served on the Board of Springville Center for the Arts.

Missy Singer DuMars (ACCO) comes from a deep tradition of entrepreneurship and business having grown up in a multi-generational family business. She worked in Entertainment Lighting, managing multi-million dollar projects including Cirque du Soleil and Celine Dion’s Caesars Colosseum. From there she transitioned to the Holistic community and now has over 20 years experience with counseling, teaching, facilitating retreats, and event planning. She supports business owners to grow their business in a way that is authentic, conscious and sustainable. Missy owns and manages Crown Hill Farm where she grows heirloom vegetables, raises heritage poultry and advocates for food diversity and sovereignty. The farm also serves as a venue for groups, events & private retreats.

Martin T. Hoffman, MD (ACCO) (Marty), graduated from Brandeis University in 1968 with a BA in Psychology. He moved to Western NY to attend UB Medical School and graduated in 1972. After completing residency in Pediatrics at Children’s Hospital of Buffalo, he joined as one of the original members of Springville Pediatrics. He worked there and at Bertrand Chaffee Hospital for 21 years. He was School Physician for SGI and Consultant Physician for the League for the Handicapped (now Children’s League). In 2010 he was appointed as the Medical Director of the Robert Warner MD Rehabilitation Center. He recently retired. Marty’s interests include birding, photography, and bird photography.

Joe Williams (ACCO) has 20+ years experience as a litigation paralegal with a national law firm. He’s an avid outdoor enthusiast and supporter of many initiatives including Sierra Club’s Clean Water Initiative, Citizens Campaign for the Environment, Ohio Citizen’s Action and Buffalo Blue Way. He enjoys volunteering at Ronald McDonald House, Habitat for Humanity and other programs.

The design purposefully links the layout at Three East Main Street with the successful operations next door. Art’s Cafe, a multi-use redevelopment, integrates café visitors, visiting artists, students and Main Street pedestrians through connected spaces. The goal is to create dynamic intersecting traffic that leads to a thriving streetscape as well as a sustainable business.

Each floor at the new project building is intended to be fully connected to an adjacent space within Art’s Cafe.

The first floor is planned to house the artisan food and art market. A large opening near the cafe stage should encourage visitors to explore the wares. With the facade matching the historic, full-height windows of the cafe, the display area is planned to be filled with natural light and highly visible to traffic. The rear library hall will connect to more library seating space, with the goal of increasing the walk-in dinner seating capacity during ticketed concerts. The rear door will open to a small strip of outdoor seating. A side facade and entry is planned to be reconstructed.

We plan to lower the basement to meet the previously lowered floor level of the cafe. At the same time, the cafe scullery will be rearranged with an access point to the new basement near the elevator. Pre-existing exterior stairs and window wells are planned to be re-exposed bringing light and direct access to the commissary kitchen. Greatly expanded dry and cold storage are planned along the common wall.

Plans call for the second floor to be divided into two apartments, accessed through a hall at the neighboring 5 East Main Street. An overhead hip roofed skylight is planned to bring an abundance of light to the interior hall. Each apartment is designed to include a windowed art studio facing this hall to take advantage of the light. This arrangement utilizes the existing common access, stairway and elevator in the neighboring building.

Roof access at the Cafe will be expanded to include a seating area. An extensive (low maintenance) green roof is planned to surround the seating area along with low profile solar panels.

The renovation work must follow Secretary of the Interior / National Parks Service standards for historic preservation and will be reviewed by the Village Historic Preservation Commission and NYS Historic Preservation Office.

The project scope includes:

• Front and Side Storefronts. Using photos from circa 1897-99, rebuild the front and corner storefronts.
• Facades. Remove paint from the exterior brick. Remove lead based paint from all surfaces. Restore round-top windows and the cornice. Remove any window infill and replace windows. Repoint all brick joints. 
• Basement Foundation and Slab. Remove the existing slab and place additional various footers to support the structure. Lower the basement floor to match the cafe side. Repair a bowed foundation wall and repair all damaged surfaces. 
• Structural. Repair numerous locations with broken, damaged, cut or burned joists. Replace recent structural band-aids with new steel at each floor level and columns to the basement. 
• Roof. Remove many layers of roofing to the original deck. Improve the structure and install a new roof. 
• Safety. Install a fire alarm and sprinkler system, including new water service.
• Basement Access. Re-expose original window wells and a stairwell along S Buffalo Street. 

The expansion can be completed in stages depending on funding availability.

Priority 1 Plans. Connect the buildings creating a larger, more visible storefront and basic open space for the market. Develop the residential units on the second floor, providing affordable housing options for local artists. Connect the basement spaces and install necessary infrastructure.

Priority 2 Plans. Fully equip the basement commissary kitchen and refrigeration units. Complete the library seating addition. Fully outfit the market area and install more attractive finishes. Install the green roof, deck and solar panels. 

With the funds raised through this offering, the Company will make a loan to Three East Main Property, LLC, the building owner, to support the renovations. Three East Main Property, LLC’s long-term ability to make loan payments is dependent on receiving rents from Art’s Cafe Management, LLC, the Master Tenant and operator of the cafe.

The Company will also make a loan directly to Art’s Cafe Management, LLC (ACM) for equipment and working capital and will receive loan payments and a 40% distribution of any profits from the cafe operations. Given projections, large distributions from Art’s Cafe Management are unlikely and so it is important that ACM is able to make loan payments.

Therefore, the ability of the Company to be financially successful is ultimately dependent on the success of Art’s Cafe Management and the operation of the cafe business.

Please review the Company’s operating budget, along with that of Three East Main Property LLC and Arts Cafe Management LLC.

A Membership Unit of $250 in Art’s Cafe Community Owners, LLC provides the following benefits:

• You can vote for the Board of Directors
• Your coffee/tea will cost just $1
• You’ll receive discounts on select meals
• You’ll receive advance notice of some events
• You’ll receive edible dividends at the annual meeting
• You can participate in our Bond program which accepts debt at 5% interest

Due to the tax credit structure of Art’s Cafe and our mission focus, your investment is unlikely to result in any profit distribution within the next five years.

Three East Main Owners, LLC is also offering a security most suitable for those investors who can utilize Historic Tax Credits granted by New York State. The minimum amount of investment is $5,000. See this offering's listing page to learn about this related but separate offering.
 

The surrounding villages and counties contribute a significant customer base, providing access to young professionals, families, retirees, and a diverse mix of income levels. Springville’s median household income of $73,475, with 27% of households earning over $100,000, presents a strong potential for both residential and commercial growth. There is a growing number of people seeking access to arts, culture, and local food products, further enhancing demand for the expanded offerings at Art’s Café.

Demand for Café Food.  Art’s Café has seen increasing customer loyalty, with a community shareholder survey showing that 60% of respondents visit at least once a week. There is demand for expanded hours and menu options, particularly for breakfast offerings and evening specials. 47% of community-owners state that if the Cafe opened earlier and expanded to Tuesday service they would visit more frequently. Additionally, there is interest in offering a more varied menu, which may include specialty items and additional meal times.

Shareholder comments emphasize the demand for increased offerings: “I think it’s important to continue increasing the offerings available so customers have a variety of choices.” “The café feels like a second home to me…. I have sometimes thought that offering an alternative option during the dinner hour (different from the lunch menu) could bring in more people and add variety to the menu.” “Evening specials that would expand the menu would increase the likelihood that I would come during those hours.”

Housing Demand. According to the Comprehensive Plan for the Village of Springville, while Springville’s population has remained relatively consistent, current demographics reveal a growth in younger age groups. According to the plan, “due to the local demand for housing and the fact that many residents spend more than 30% of their income on housing (i.e. are housing burdened), a near-term challenge will be ensuring a diverse supply of housing that can accommodate a range of lifestyles and incomes. This includes housing that is affordable to young families and accessible to seniors who want to age in place.

By incorporating two residential units in the building expansion, this project directly addresses the demand for affordable living spaces, particularly in a downtown area that is increasingly sought after due to its proximity to local businesses, cultural spaces, and access to Western New York’s amenities.

The cafe routinely receives inquiries about the availability of the single, existing apartment at Five East Main Street.

The Company is engaged in a Regulation Crowdfunding (Reg CF) offering (the “Offering”) to raise money to expand Art’s Cafe, located at Five East Main Street into the neighboring building at Three East Main Street to include a food and art market space, incubator kitchen and housing.

A second simultaneous offering, to raise money for the cafe, is offered through Three East Main Owners, LLC, an affiliate of the Company and can be viewed here.

Through this offering we are trying to raise a maximum of $250,000, but we will move forward with the Project and use investor funds if we are able to raise at least $250 (the “Target Amount”). If we have not raised at least the Target Amount by 11:59 PM EST on April 30, 2026 (the “Target Date”), we will terminate the Offering and return 100% of their money to anyone who has subscribed.

The minimum you can invest in the Offering is $250. Investments above $250 may be made in $250 increments (e.g., $500 or $750, but not $626). An investor may cancel his or her commitment up until 11:59 PM EST on April 28, 2026 (i.e., two days before the Target Date). If we have raised at least the Target Amount, we might decide to accept the funds and admit investors to the Company before the Target Date; in that case we will notify you and give you the right to cancel.

After we accept the funds and admit investors to the Company, whether on the Target Date or before, we will continue the Offering until we have raised the maximum amount.

You can download the disclosure packet here, or view it as registered on the SEC webiste.

Investments under Reg CF are offered by NSSC Funding Portal, LLC, a licensed funding portal.

The growth of Art’s Café is supported by a cooperative model. The comprehensive redevelopment of Three East Main Street, and the creation of spaces which have spin off economic impact on Main Street require alternative approaches to financing. The return on investment timeline is longer than practical for traditional financing. To accomplish our goals, we have created a family of mission-driven businesses that are working together to build a community-centered downtown Springville environment.

Art’s Café Community Owners, LLC (the “Company”) was formed in 2018 to facilitate re-investment in 5 East Main Street and the development of Art’s Café. The entity currently has 225 members and has invested over $600,000 in downtown Springville to date.

Three East Main Owners, LLC (3EMO) is a new company that plans to raise funds and invest in the real estate at 3 East Main Street with the goal of receiving Historic Tax Credits. Those Historic Tax Credits flow proportionally to investors. 

SCA X, Inc. is wholly owned by the nonprofit multi-arts center, Springville Center for the Arts, Inc. and overseen by a three-person Board of Directors appointed by the Center. Current Directors are Mark Stevens, Kasey Gaines and Mary Carol Dearing. Seth Wochensky is the President with executive authority. As a taxable entity, SCA X, Inc. is set up to protect and separate the charitable organization as well as allow for a business structure that can access Historic Tax Credits.

Three East Main Property, LLC (“3EMP”) owns the real estate at 3 East Main Street and plans to implement renovations in compliance with historic rehabilitation standards to receive Historic Tax Credits. 3EMO will be the Managing Member of 3EMP and will receive 99% of all profits, credit and dividends. SCA X, Inc. will be another member of 3EMP and will receive 1% of all profits, credit and dividends.

Tax Credits, in this case, are expected to be allocated to the members of 3EMP in accordance with their membership interest, in the case of the New York State tax credit, all in the year of placement in service,, with a refund for any tax credits in excess of New York State Tax liability, and in the case of the federal historic tax credit, ratably (i.e. 20% of the total each year) over a five year compliance period, and intended to be allocated in a manner that complies with an IRS Revenue Procedure related to this type of transaction. Pursuant to the Amended and Restated Operating Agreement of 3EMP the ownership interests will “flip” after the end of the fifth year following Placement in Service so that 3EMO will then receive only 5% of profits and losses.

At the end of 2024, the project building was purchased by 3EMP. Funding was received through a loan from SCA X, Inc. for $175,000. This was planned as a one year loan, ultimately to be replaced by traditional financing at the conclusion of construction. The balance of funding was provided by the Company whose members contributed the proceeds from the sale of a bond. 

Art’s Café Management, LLC (ACM) plans to lease the completed project property and manage the entire facility including apartment rentals, rental of retail spaces and commissary kitchen operations.

ACM operates Art’s Cafe, a counter-service food establishment that serves locally sourced products. There are four pillars to the food service operation: Soup, Sandwich, Bread and Beverage. Offerings include scratch-made soups; site-made and naturally fermented bread products such as bagels, sourdough breads and croissants; specialty sandwiches on our breads; coffee and tea drinks; beer and wine in the evening hours.

ACM  is a three-way partnership between a group of worker-owners, community-investors through the Company and the arts represented by SCA X, Inc. In profitable years, ACM plans to distribute profits to owners.

ACM is governed by a nine-person Board. The Board approves budgets and policy while a staff management structure runs the day-to-day operations.

The structure with multiple business entities, while complicated, is designed to:

• Ensure compliance with the IRS tax credit Safe Harbor Rev. Proc. 2014-12
• Protect the charitable status of the non-profit arts center
• Allow for a multitude of investors at a small scale
• Allow small businesses and individuals to access the value in the Historic Tax Credits
• Allow for worker ownership
• Ensure the continued mission of the business to have a positive community impact
• Ensure the long-term viability and impact of the business and that the property or business is not closed to extract short-term profits by any one interest
• Prevent a small group of investors or interests from changing the goals of the business
• Allow for the democratic participation of a variety of interests
• Build true community ownership

Due to this arrangement, investors in the Company are unlikely to see a quick return, even if the expansion  is a financial success. 

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

In making an investment decision, Investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

There are numerous risks to consider when making an investment such as this one and financial projections are just that - projections. Returns are not guaranteed. Conditions that may affect your investment include unforeseen construction costs, changes in market conditions, and potential disasters that are not covered by insurance. Please review the Risks of Investing for a more expansive list of potential risks associated with an investment in this Company.

Unless otherwise noted, the images on this offeirng page are used to convey the personality of the neighborhood in which the project is planned. Properties shown in these images are not included in the offering and Investors will not receive an interest in any of them.