Target Offering Amount: This offering is for up to $1,000,000 in total investment. The Company will not accept investment over the Target Offering Amount.
Minimum Raise: The minimum total investment for the closing of escrow and the purchase of Units is $10,000. After close of the Minimum Raise, the Company intends to close escrow as funds are raised up the Target Offering Amount.
Target Closing Date: The target closing date is on or before August 31, 2017, unless extended at the sole discretion of the Issuer. If we have not received the Minimum Raise by that date, no securities will be sold in this offering.
Investors: Accredited and non-accredited investors who subscribe through StartEngine.com pursuant to a Reg CF offering.
Instrument: The investment instrument is non-voting Class B Limited Liability Interest ("Units").
Price per Unit: $1.25.
Number of Shares: Up to 800,000 Class B Units are being offered.
Minimum Investment: $125 per investor (100 Units).
Distribution upon liquidation or sale: Cash will be distributed in the following order of priority: (a) return of investment to all non-Class A or Class A-1 Interests, (b) return of investment to all Class A Interests, (c) return of investment to Class A-1 Interests, and (d) payment of any remaining cash ratably based on number of outstanding units.
Right of First Refusal: The Company will have the right of first refusal to purchase any Units if you later intend to sell them. The Company may exercise this right freely and without restriction, provided that all Units are purchased in the exercise of its rights.
Investment Limitations: Investors are subject to the following limitations on the amount they may invest in this offering, as set forth below:
Annual income OR net worth less than $107,000:
Greater of $2,200 or 5% of the lesser of your annual income or net worth,
Annual income AND net worth greater than $107,000:
10% of the lesser of your annual income or net worth, subject to a maximum of $107,000.
You may include the income of your spouse for purposes of determining your annual income. Your net worth must exclude the value of your primary residence, and if you have a mortgage on your residence that exceeds its worth, you must include that negative equity for purposes of determining your net worth.
Offering Exemption: This offering is being conducted by Start Engine Capital LLC (“Start Engine”), an investment crowdfunding platform, pursuant to Regulation CF, promulgated under Title III of the JOBS Act, and specifically Section 4(a)(6) of the Securities Act of 1933, as amended.
Irregular Use of Proceeds
The Company will not incur Irregular Use of Proceeds that would include but are not limited to the following over $10,000: Vendor payments and salary made to one's self, a friend or relative; any expense labeled "Administration Expenses" that is not strictly for administrative purposes; or any use of cash that is for the purposes of repaying inter-company or related party debt except as set forth in the following sentence. The Company may incur Irregular Use of Proceeds over $10,000 for travel & entertainment costs associated with business development and content acquisition efforts, and for the repayment of debt to related parties to the extent such debt was incurred for marketing costs associated with this capital raise.
Most recent fiscal year-end:
Prior fiscal year-end:
Cash And Cash Equivalents
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.