INVEST IN MEGALOPOLIS: CITY OF COLLECTIBLES TODAY!
The Comic-Con Experience Online
$117,953.01 Raised
REASONS TO INVEST
Quick Growth - $2.3M gross toy sales in first 18 months of operation
Loyal Customers - 75% of total gross revenue from repeat customers
Expanding Channels - Launched mobile app in July 2019 w/ 5,000+ downloads
ABOUT
HEADQUARTERS
3753 S State St
Salt Lake City, UT 84115
WEBSITE
View Site
Megalopolis brings the Comic-Con experience online by being the internet's definitive source for premium action figures, toy news, and original content made by and for collectors.
TEAM
Matt Westover
President, Founder, CEO and Director
Josh Broderick
Personnel Director/Customer Service Dept. Head and Secretary
-Companies worked for prior to Megalopolis include Verizon and Taco Bell
-Archetypical "First to arrive, last to leave" colleague
Kailey Austin-Westover
Chief Operating Officer, Treasurer and Director
• Formerly with Keller Williams and Century 21
• Prior stint with eBay (help desk)
Chris Trutanich
Chief Technical Officer and Director
• UX designer since 2005
• 15 years as ioS & Android developer
• Former project manager at Toast Labs and Avandus
TERMS
Megalopolis: City of Collectibles
Overview
PRICE PER SHARE
$0.63
DEADLINE
Apr 30, 2020
VALUATION
$4.96M
FUNDING GOAL
$10k - $1.07M
Breakdown
MIN INVESTMENT
$199.71
MAX INVESTMENT
$106,999.20
MIN NUMBER OF SHARES OFFERED
15,873
MAX NUMBER OF SHARES OFFERED
1,698,412
OFFERING TYPE
Equity
ASSET TYPE
Common Stock
SHARES OFFERED
Common Stock
Maximum Number of Shares Offered subject to adjustment for bonus shares
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Time Based Perks1
Super Early Bird
Invest within first 48 hours and get an additional 10% bonus shares
Early Bird
Invest within the first week and get an additional 5% bonus shares
Amount Based Perks1
Starter Pack
Invest $200+
Receive a Toy Overlord Pinmate as a token of our gratitude
Level I: Fanboy
Invest $500+
$25 Megalopolis gift card + choice of free Megalopolis gift shop t-shirt + lifetime subscription to Megalopolis Stream + previous perks*
Level II: Iron
Invest $1000+
$250 Megalopolis gift card + Megalopolis exclusive figure—Boss Fight Studio Vitruvian H.A.C.K.S. Darvold + previous perks*
Level III: Bronze
Invest $2500+
$500 Megalopolis gift card + Boss Fight Studio Vitruvian H.A.C.K.S. Bundle (about $250 worth of product) that is compatible with our exclusive + previous perks*
Level IV: Silver
Invest $5000+
Digital download of exclusive, previously unseen Overlordin' Ain't Easy animated short + lifetime free shipping + previous perks*
Level V: Gold
Invest $10,000+
Double loyalty points for life** + Level IV: Silver
Level VI: Platinum
Invest $25,000+
Triple loyalty points for life** + Level IV: Silver
Level VII: Diamond
Invest $50,000+
Mythic Legions action figure autographed by H. Eric Mayse (Cornboy) of 4Horsemen Toy Design + 5% bonus shares + Level VI: Platinum
Level VIII: Hero
Invest $75,000+
Your choice of an all-expense-paid trip to either Salt Lake City to meet the owners of Megalopolis & see the headquarters or a trip to New York with the team for the New York Toy Fair. Both include Level VII: Diamond which includes 5% bonus shares
*For all + previous perks, gift card values are not cumulative
**For both in-stock and pre-order items
[1] All perks occur after the offering is completed.
The 10% Bonus for StartEngine Shareholders
Toy Overlord Inc. will offer 10% additional bonus shares for all investments that are committed by StartEngine Crowdfunding Inc. shareholders who invested over $1,000 or made at least two investments in StartEngine's own offerings.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 1,000 shares of Common Stock at $0.63 / share, you will receive 100 bonus Common Stock, meaning you'll own 1,100 shares for $630 Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid for one year from the time StartEngine Crowdfunding Inc. investors receive their countersigned StartEngine Crowdfunding Inc. subscription agreement, unless their eligibility period has been extended through additional subsequent investments in StartEngine's own offerings.
Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company that surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
PRESS
Megalopolis: A new online adult collector specialty retailer Read more at http://nerdreactor.com/2018/08/29/megalopolis-new-online-adult-collector-specialty-retailer/#sDeZvGg0PvbYOLjD.99
Megalopolis.toys is a new online adult collector specialty retailer featuring all kinds of collectibles including items that aren’t usually available everywhere like the Lipton Iced Tea commercial’s Rocky & Mickey Puppet Maquette set, Thor Ragnarok Mezco One:12 Collective line and the S.H. Figuarts
Megalopolis and Boss Fight Studio to Launch Limited Edition Vitruvian H.A.C.K.S. Darvold Figure Inspired by The Toy Overlord
Online Collectibles retailer Megalopolis announced a collaboration with Boss Fight Studio to do a 1000 piece Limited Edition Vitruvian H.A.C.K.S. new Darvold figure inspired by the famed Megalopolis pitchman, The Toy Overlord.
ALL UPDATES
05.20.21
Toy Overlord company update and litigation with Entertainment Earth
After a torrid start to 2020, Toy Overlord Inc ran into adversity and has since struggled. A dispute between Toy Overlord and its principal supplier, Entertainment Earth, has been at the heart of these struggles and is now in litigation. Toy Overlord seeks renumeration for damages suffered both to itself and its customers. The official documents are given below.
Toy Overlord remains committed to both its investors and customers, and will continue to make all requisite filings and disclosures.
07.27.20
Update on Investor Incentives - 7/27/2020
Though we thought we had dispersed all incentives to their respective parties, it seems the readout of investors we were working from contained numerous errors regarding amounts invested.
We are currently pulling new data and working to fix any of these errors in a timely fashion and sincerely apologize for the frustration.
06.22.20
Dispersement of Investor Incentives Begins Week of Monday, June 22
This week Megalopolis will begin dispersement of all bonus incentives to those who participated in its StartEngine Reg-CF round that terminated April 31, 2020.
Shipping of all tangible bonuses will begin this week, and digital incentives will be dispersed via direct email contact.
Thank you for your continued patience.
04.30.20
SEC Annual Report Filing - Extension Notice
Notice to our investors: We will be unable to meet our April 29, 2020, annual report filing requirements for securities sold pursuant to Regulation CF as a result of circumstances related to COVID-19. As such, we intend to rely on the temporary relief being provided by the Securities and Exchange Commission. We will continue to use our best efforts to comply with our ongoing reporting obligations.
04.28.20
April will be Megalopolis' highest sales month on record. $360k+ in estimated net revenue ($293k earned as of April 24).
Megalopolis rapid growth trend has continued into Q2 2020. Having earned $293k by April 24th (12.2k/day), putting us on pace for roughly $365k on the month. This beats our previous high-water mark of July 2019, when we earned $311k in net revenue.
04.22.20
Notice of Funds Disbursement
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, Megalopolis: City of Collectibles has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in Megalopolis: City of Collectibles be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
04.08.20
Megalopolis Exclusive Figure Lands In-Stock | Vitruvian H.A.C.K.S. Darvold: Elven Swordmaster by Boss Fight Studio | Available Now
Amid COVID-19 production delays, Megalopolis--along with Boss Fight Studio--has brought its long-awaited first exclusive figure to market. Darvold: Elven Swordmaster is a 1:18 scale, or 3.75" action-figure that is cross-modular with other figures in the Vitruvian H.A.C.K.S. series (the parts are swappable). It is a limited edition production of only 1,000 units and retails for $27.99.
The release of the figure has anchored a record opening pace for April - $80k in total revenue through the 6th.
04.06.20
Notice of Material Change in Offering
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the Megalopolis: City of Collectibles offering. Here's an excerpt describing the specifics of the change:
Extended length of campaign.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
03.11.20
Notice of Funds Disbursement
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, Megalopolis: City of Collectibles has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in Megalopolis: City of Collectibles be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
03.02.20
Megalopolis sets company record with $50k in sales during New York Toy Fair
From February 22-25, Megalopolis tallied $50k in net sales. The spike in sales was driven by Megalopolis-sponsored NY Toy Fair coverage by industry mega-influencers Pixel Dan, Shartimus Prime and The Fwoosh.
See the full event wrap-up here, on Megalopolis: https://megalopolis.toys/blogs/blog
REWARDS
JOIN THE DISCUSSION
0/2500
Alex Brown
2 years ago
They have now shut down there website and they have no inventory in their app.
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Isaac Nunez
1 INVESTMENTS
2 years ago
Does anyone know how to sell your shares on here?
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Marcin Skrzypczynski
1 INVESTMENTS
2 years ago
I think that is worth sharing: https://dockets.justia.com/docket/california/cacdce/2:2021cv01024/809488
Entertainment Earth, Inc. v. Toy Overlord, Inc. et al, where Toy Overlord Inc. is the Defendant. Of course, for now, we do not know who will be the "winner" but it seems that there are some problems we have no idea about.
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Keith Davis
2 years ago
What in the hell is going on with Megalopolis? I haven't received any update on the companies progress. Now, I am reading all of these negative comments on StartEngine. Matt, you have a responsibility to let investors know the company's status, and it shouldn't take weeks to respond to my inquiry.
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Marcin Skrzypczynski
1 INVESTMENTS
2 years ago
OK, because the shop is now off-line and the building is offered for lease, we can all say we have been screwed for about 100k USD in total. It wasn't an investment but a simple way to get easy money to repair cash flow for the shop. Maybe the shop was "Megalopolis was created by and for collectors" but the whole offer was just a scam.
I have two questions:
One to Matt Westover, who was CEO of the company. Will you have any honor and give us money back? I have no idea if you sell a house, kidney :).
Second to StartEngine. How was it possible for you to participate in such a scam? What we as investors can do now? I understand that "A crowdfunding investment involves risk... (bla, bla bla...)" but it should spread through the Internet that SE is not a good place for investors because they are being screwed :D.
We would also like to get any contact information with the CEO of the (RIP) company. One of the methods when we, as investors, are able to get profit is when: "You will be compensated for your shares when either the company goes public or the company is bought by another entity.". So if anybody would buy the company, we want a part of our money back.
If anyone would like to hear some jokes, dig into the offer. Few quotes :).
No. 1!
Toys R Us declared bankruptcy. What makes you such hot stuff?
We get some variant of this question frequently. To reiterate, Megalopolis is not a "toy store"; toy stores are essentially dead. Brands like Toys R Us and FAO Schwarz were once cultural institutions, but now only exist as IP.
Megalopolis is "post-toy store". It's a toy-collecting lifestyle brand whose spirit lies somewhere between a theme park and Comic Con. Collectibles are the souvenir at the end of the virtual ride. Your entertainment is the brand itself, represented through comics, videos, and more.
No 2.!
Where do you see Megalopolis in ten years?
Megalopolis is destined to be a cultural institution. We see it going public within ten years and being recognized universally as THE pop-culture fandom brand. Theme parks, breakfast cereals, films, etc., are not out of the picture.
No 3.!
"We have excellent bedrock financial support. With your investment, we will have the resources to reach exciting new heights!"
No 4.!
"Megalopolis is positioned for long-term success."
So, we are waiting for you Matt. Share with us that crucial information about what happened. I'm pretty sure you have some balls to do it.
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Micah Gill
2 INVESTMENTS
2 years ago
Matt Westover.... I see you are going to leave us hanging huh?... saw pictures of megalopolis closed down. My order that I used the giftcard got cancelled, and now seeing the store shut down. At least man up and just tell the truth. Give us investors our money back or some of it....
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Micah Gill
2 INVESTMENTS
2 years ago
Well I tried using the 500 on oct 6th.... today they cancelled my entire order stating anything before November could not be fulfilled.... I will be emailing start engine, as well as BBB... I encourage everyone who has problems contact start engine! Rediculous!
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Micah Gill
2 INVESTMENTS
3 years ago
Well, I was told an order i placed (using the perks i received) would ship in november (ordered oct 6th).. that time has passed... and I also paid for shipping that I shouldn't have had to do, as I never heard back for that adjusted code for the shipping........ I know you have issued a revamp of the system, so maybe it will be fixed. A couple of the items were preoder for November, but the rest was not, there are Christmas gifts in this order. Im coming here because I am an investor and as such I want us to be aware. And maybe I can get an answer more to the point. Thank you for your time
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Micah Gill
2 INVESTMENTS
3 years ago
I hate hearing these megalopolis horror stories... i ended up paying for the shopping cause I never go an adjusted code, now I'm wondering if ill see any product ship. I hope you all get your perks and I hope these issues become resolved or our investments will mean nothing and we will have given our hard earned money for nothing.
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HOW INVESTING WORKS
Cancel anytime before 48 hours before a rolling close or the offering end date.
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With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
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Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.
Dannie Louis Williams Williams
59 INVESTMENTS
2 years ago
1
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