> Overhead is what would it cost for the business to exist, but to create nothing and ship nothing. OK, taken to an extreme this means a few hundred dollars a

> Overhead is what would it cost for the business to exist, but to create nothing and ship nothing. OK, taken to an extreme this means a few hundred dollars a year to simply exist as an LLC. I know that's not what you meant. > "how much of the capital will NOT go to create value for the investors?" In the case of a typical minimal startup one could easily argue that nearly every dime you spend is going to go towards creating value for investors. In other words, if you need to rent a small space for three people to work together than create the software, well, that's creating value for the investors. Now, if you decided to spend money buying fancy desks, printing unnecessary business cards prematurely, installing a large flat-screen TV in the office and more along those lines clearly there would be a number of line items that are not directly involved in generating investor value. I guess I am arguing that this is not the case for the vast majority of startups. In fact, most of them do (and should) not spend a dime on anything that is not directly related to what is needed to launch the product. Not trying to be obtuse. I am actually trying to figure out if there's a reasonably objective way to define this for a web/software startup. So far everything I've been able to dig up is nebulous and non-conclusive. Maybe the "proper" analysis is in phases. On the assumption of responsible management, during the pre-launch and launch phase every dime spent is spent to build the software product. Overhead, in this case, might be limited to rent, utilities, capex (?), marketing and a few other things. Once the site is launched you could easily argue that a portion of developer cost as well as infrastructure (server) cost could be allocated at a per-user rate to the cost of "making" the product. In other words, that would be excluded from overhead. If you lost users you'd need half the servers, therefore anything past one minimal server just to have a website falls outside of the definition of overhead. Perhaps the judges wanted to learn something akin to your other comment: "how well have you planned to spend what you hope to raise in this round?" Or, during pre-launch and initial launch, are you going to spend any money on anything outside creating direct value for users and investors alike. I am somewhat surprised that such a simple question can have so many tentacles.