AllySoft LLC Overview
Entity
AllySoft LLC is an Arizona-formed LLC taxed as a partnership (Form 1065, K-1 distribution). The principal office is a residential property in Arizona managed by Forrest Metcalf. The company was originally a software entity, pivoted to real estate in the early 2010s, and is reactivating its software division as of April 2026.
Members
Five managing members at 20% ownership each:
| Member | Status | Division |
|---|---|---|
| Forrest Metcalf | Active | Real Estate |
| Michael Pentz | Active | Software (Pentz Portfolio) |
| Brandon Metcalf | Active | Software (Metcalf Portfolio) |
| David Melton | Inactive | None (retains ownership for partnership composition) |
| Michael Steiner | Inactive | None (retains ownership for partnership composition) |
One deceased member (Herschel Melton) requires formal removal and interest disposition via OA amendment.
Divisions
Real Estate Division (Forrest Metcalf). Existing operations, unchanged by the software restructure.
Software Division (Michael Pentz, Brandon Metcalf). Two independent project portfolios plus shared initiatives. Each portfolio lead has authority over technical decisions, product direction, operational spending within portfolio revenue, contractor hiring, and a dedicated AllySoft bank account. Decisions involving debt, OA changes, or broad LLC liability require majority member vote.
Shared Initiatives. Joint efforts between software portfolio leads, including the AllySoft website refresh and central GitHub organization. Governed by a shared budget approved by both leads.
IP Classifications
Every software project is classified at inception into one of two categories.
Personal IP. Owned by the portfolio lead who created it. AllySoft receives a non-exclusive, royalty-free license to operate the business around the IP. The license terminates on departure, and the lead may take the project with no buyback obligation. Revenue and expenses still flow through AllySoft bank accounts for tax purposes.
Company IP. Owned by AllySoft LLC. Contributing members define the profit split at inception. A departing member’s share is subject to buyout provisions in the Operating Agreement.
Current Project Classifications
| Project | Classification | Owner |
|---|---|---|
| GoLiveBro | Personal IP | Michael Pentz |
| IPBridge | Personal IP | Michael Pentz (not under AllySoft) |
| ToneForge | Shared Initiative | AllySoft LLC (software division) |
| AllySoft website | Company IP | AllySoft LLC |
| Central GitHub org | Company IP | AllySoft LLC |
Pentz Portfolio Active Projects
GoLiveBro. SaaS platform for IRL broadcasters providing real-time stream health telemetry and managed SRT relay infrastructure. C++ OBS plugin, Go REST API, React dashboard, Docker relay nodes. Pre-launch, pre-revenue.
IPBridge. FPGA-based HDMI-to-ST 2110-22 converter hardware. Personal IP, explicitly outside AllySoft. Phase 1 firmware complete, blocked on hardware procurement.
ToneForge. Writing style analysis and profile injection tool for AI coding assistants. Core product works end-to-end. Cloud API deployed, billing infrastructure pending. Shared initiative across both portfolio leads.
Tax and Governance
Profit and loss from each portfolio is allocated 100% to its contributing lead via special allocation. Inactive members receive $0 K-1 allocations. Shared LLC overhead (state filings, accounting, legal) splits equally among active managing members. The OA amendment implementing the software division requires 704(b) capital account provisions and other safe harbor compliance.
Key Documents
- Software division restructure proposal:
E:/entropy/docs/plans/2026-04-10-allysoft-software-division-proposal.md - Software division files:
I:/My Drive/Business/Allysoft-LLC/03-Software-Division/