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PRELIMINARY OFFERING CIRCULAR DATED AUGUST 15, 2017
To The Stars Academy of Arts and Science Inc.
We are required to pay a minimum royalty guarantee of $100,000 each calendar year. Under a Licensing Agreement, we are required to pay royalty payments to Tom DeLonge, Mr. Handsome, LLC, and Good In Bed Music, ASCAP (see “Intellectual Property”, “Liquidity and Capital Resources”, and “Interest of Management and Others in Certain Transactions”). If total royalty payments in any given calendar year are less than $100,000, we have agreed to pay any shortfall such that the annual minimum royalty paid under the Licensing Agreement will be $100,000. This means that we will have to pay this amount even when we have limited revenues, and this could materially reduce our earnings in any year. Failure to pay the minimum royalty guarantee could lead to termination of the Licensing Agreement, and termination of the Licensing Agreement could result in legal and financial harm to the company.
Approximately $16.1 million towards acquisitions or strategic partnerships in the Aerospace and Science Divisions.
If the offering size were to be less than $5 million and above the $1 million minimum, TTS AAS would adjust its use of proceeds by reducing planned growth of employee headcount, reducing operational costs, and slowing down projects or not making investment in projects. The company is also required under the loan to Our Two Dogs, Inc. to repay 10% of the net proceeds from funds raised in this offering, up to $400,000 in this scenario.
TTS is run by people that Bigelow trusts and has had history with (i say that without hard proof). Justice, Nolan, Mellen, Puthoff, Davis, elizondo, etc. Why else would these guys leave their current positions and be front and center to a private sector public interest R&D program centered around UFO/UAP. These guys are all over social media spreading the word about TTS.....
Future dilution
Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.
If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).
The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):
· In June 2014 Jane invests $20,000 for shares that represent 2% of a company valued at $1 million.
· In December the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane now owns only 1.3% of the company but her stake is worth $200,000.
· In June 2015 the company has run into serious problems and in order to stay afloat it raises $100,000 at a valuation of only $200,000 (the “down round”). Jane now owns only 0.89% of the company and her stake is worth only $2,667.....
If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.
See : Link
If the offering size were to be less than $5 million and above the $1 million minimum, TTS AAS would adjust its use of proceeds by reducing planned growth of employee headcount, reducing operational costs, and slowing down projects or not making investment in projects. The company is also required under the loan to Our Two Dogs, Inc. to repay 10% of the net proceeds from funds raised in this offering, up to $400,000 in this scenario.
originally posted by: Stephen001
a reply to: Lathroper
Humm... you don't think the CIA use UFOs as a cover for secret aircraft, think you will find this is the case. Unless you think that was/is a conspiracy to make you believe UFOs/Aliens aren't here!
originally posted by: Erno86
originally posted by: KellyPrettyBear
a reply to: Erno86
Foo fighters are an artifact of the new radars that came out at that time.
so no laughing to the bank.
Well...that's news to me --- Care to post a link on the subject?
Since I've seen a foo fighter myself...I'm very enthralled with space alien propulsion technology.