EX1A-13 TST WTRS 18 e2818_ex13-1.htm EX1A-13 TST WTRS

 

 

Exhibit 13.1

 

 

 

“TEST THE WATERS”

CONTENT DOCUMENTATION

 

NOTE: ALL MATERIALS EITHER: (A) INCLUDED THE DISCLAIMER BELOW, OR (B) (FOR SOCIAL ADS/POSTS) DIRECTED ALL TRAFFIC TO A PAGE THAT INCLUDES THE FOLLOWING DISCLAIMER:

 

Disclaimer:

 

The company is “testing the waters” under Regulation A of the Securities Act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. The company is not under any obligation to make an offering under Regulation A. It may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering might not be made under regulation a. If the company does go ahead with an offering, it will only be able to make sales after it has filed an offering statement with the Securities and Exchange Commission (SEC) and the SEC has “qualified” the offering statement. The information in that offering statement will be more complete than the information the company is providing now, and could differ in important ways. You must read the documents filed with the sec before investing.

 

No money or other consideration is being solicited, and if sent in response, will not be accepted.

 

The offering materials may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company’s management. When used in the offering materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

No offer to sell securities or solicitation of an offer to buy securities is being made in any state where such offer or sale is not permitted under the blue sky or state securities laws thereof. No offering is being made to individual investors unless and until the offering has been registered in that state or an exemption from registration exists. The company intends to complete an offering under Tier 2 of Regulation A and as such intends to be exempted from state registration pursuant to federal law. Although an exemption from registration under state law may be available, the company may still be required to provide a notice filing and pay a fee in individual states.

 

No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement filed by the company with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification.

 

An indication of interest involves no obligation or commitment of any kind.

 

 

 

Video Scripts:

 

 

 

Script 2.2:

 

Hey, you.

 

-Close up-

Yeah, you.

 

So, you’re interested in rebuilding the entertainment industry, putting up a stage, and creating a new normal…

 

well… it could not have been better timing.

 

We’re ready to share some pretty exciting news with the world, and we’re sure you’re gonna love it. In fact, we want you to be part of it! Why?

 

Because instead of making a donation and getting a measly “thank you” tshirt from a startup, to kick it off -wink, wink- … you’re actually becoming an investor.

 

That’s right, today you graduate from “little dreamer” to “actual investor”. So click here -point to button- to get your shares.

 

Fun, huh?

 

But here’s the thing: Most people think they have to invest thousands of dollars in order to become a Founding Member in such a huge project. And that’s… so old school, they don’t even sell it in vintage stores.

 

Yeah, that old.

 

But it’s okay, that’s why we’re here… To make sure anyone can “get with the program”.

 

-Bell ringing sound-

 

-text on video- “Class is in session”

 

Lesson 1, Throw away everything you thought you knew about investing in a startup. Gone. In the bin.

 

Lesson 2, anyone can be a founding member without breaking the bank. Yes, you heard that right. In fact, let me say it again, maybe the people in the back didn’t hear me:

 

-Pull a megaphone, can be animation or a big paper cone-
ANYONE CAN BECOME A FOUNDING MEMBER.

 

 

 

-Zoom in-

WITHOUT.

 

-Zoom in some more-

BREAKING.

 

-Aaaaaand zoom in even further-

THE BANK.

 

-Zoom out-

Here’s how:

At just five dollars a share, and starting with a minimum order of 100 shares, you can become a Founding Member at Stagewood, just by clicking the Button on this page that will trigger a secured platform, specifically built to keep your information private.

 

So go on.

 

-Zoom in super close-

Click it.

 

-Zoom out-

-confetti bomb-

 

But wait, WHY should you invest? For many reasons, but here are five big ones:

 

Number one, Tyket. Sounds like “ticket”, but it’s spelled like we might have dyslexia (we don’t). And trust me, we have our reasons for the spelling, but that’s a story for another time...

 

-Do swiping gestures as screenshots are passing in front of you-

 

This ground-breaking social media app will completely change the way you find, plan, go to, and experience an event. How?

With huge savings on ticket purchases, less fees, no third-party vendors, and other ridiculous obstacles, we’re offering our users a seamless experience, as well as rewards in the form of discounts, backstage passes, and more.

 

But wait, you think that’s it? We’re just getting started here.

 

Ever heard of Blockchain technology? No? Yes? Well, we have it!

 

Then, there’s the whole social media aspect of Tyket, where you can share events, become a fan, post pictures, be discovered, etc.

 

 

 

For example, -loving face- here is my -stares at screen-…. -confused expression- Boyfriend….. At an event?

 

-taps on screen some more, but like… aggressively with a lot of sass and determination-

 

Wait, what? WITH MY BEST FRIEND?!

 

HOLD ON. HOLD ON.

 

-looks off camera, pissed off-

CUT.

 

-Cut the video-

 

-New scene, as if nothing happened-

 

We have sponsors, managed ads, and transaction’s fees making our platform profitable. All secured by using blockchain technology.

 

Being a Founding Member gives you access to so much on Tyket . All this just with your starting investment of $500 or more!

 

If you are ready to INVEST, go now! Before our spots are filled out!

 

Second on our list is the Fanatyks Program. Man, you thought being a fan was great?

 

That’s cute… You haven’t heard about our premium membership options… and it shows.

 

With the Fanatyks Program, VIP treatment is so prevalent, no one bats an eyelash when being treated like a king (or queen. Or.. court jester?). Not only do Fanatyks have “first dibs’’ to high-demand shows, but they also get to save big.... Plus, they get to hang out with celebrities.

 

And while being a Fanatyk is all fun and games… being a Founding Member really takes the cake.

 

Did you secure your investment, yet? You should do it now -look at phone screen, make a face- spots are filling… -look at screen, eyes wide, then back at camera- fast.

 

-Point to the button with your eyes or head, in a non-discrete “discreet” way-

 

Coming in third, we have our very own StageWood Events. These productions are put together by one of the following:

You

Me

Or anyone else.

 

 

 

Oh, wait… you don’t have the funds necessary to put together a multi-million dollar show?

Oh, sweet child…

 

That’s what crowdfunding is for!

 

We just make it extra easy. If that’s even possible… And since you own the show, you also own the fun!

 

We accept “thank yous” in the form of checks.

 

But… you may be asking—no… you should be asking “how does this all work”?

 

-zoom in-

Don’t worry, we’ll tell ya.

 

-zoom out-

 

Coming in fourth, we have TykWood! It’s an artificial intelligence freaking machine specifically designed for the sole purpose of creating lucrative opportunities for artists, producers, fans, and of course… you, our Founding Member.

 

As a Founding Member you get to eat with us, at the cool kid’s table...

 

You really want a pizza this, huh? -bring a slice of pizza onto screen-

-bite pizza-

 

Oh, no, not this pizza… “a pizza” THIS… Go and get your shares before it gets all eaten.

 

-point down to button-

It’s riiiiight here. Click it!

 

-bite pizza, with mouth full of cheesy goodness, say:

God, that’s so good… The-the investment. SO good -stare at pizza- …. So good…. - so good-

 

Which leads us to… Drum roll, please.

 

-silence-

 

Drum roll, please!

 

-still silent-

 

 

 

DRUM ROLL. PLE-

 

-Drum roll starts-

 

Thank you..

 

Zoom in.

LAST, BUT CERTAINLY NOT LEAST, WE HAVE…

 

(Zoom out. Confetti bomb, again.)

The grand opening of the StageWood Corporation! AKA, the whale. The baby. The whole enchilada.

 

Let’s own some CITIES! We’re going to build a network of physical locations that give artists, talents, performers—anyone—the chance to jump on stage. Even your beat-dropping abuelita.

 

-Footage of grandma DJing-

 

ABUELA, STOP. OH MY GOD....

 

As horrible as that was.... We’re extremely dedicated to providing a platform that gives people the chance to network, be discovered, and experience what better feels like.

 

Better entertainment.

 

Better performers.

 

Better times.

 

Only with StageWood.

 

And you can start with just 100 shares or more, for the value of $5 per share.

 

Can you imagine the value of these shares in a few years?

 

I can… I got chills, too. And they’re multiplying.

 

-Awkward silence followed by greedy smile-

 

Look, I know you share our vision.. I mean, you’re still watching this video.

 

So, become a Founding Member.

 

 

 

You get twice the fun and twice the perks. Plus, the potential to grow with us.

 

Honestly, what are you waiting for?

 

Get your shares!

 

Zoom in

Do it.

 

Zoom in some more.

Get them.

 

Zoom in again.

Your shares.

 

Eeeeeeven more.

Today.

 

Zoom out 

Because if you don’t, someone else is gonna take your spot.

 

Don’t let opportunities pass you by just so that you can look back and say, “I should have done that”.

 

No!

 

Do the thing!

 

Invest in your future.

 

Because if you want to experience a new, never-before-seen world of entertainment, then you know what you have to do.

 

Zoom in

That’s right.

 

Get Your Shares.

 

-stare at camera-

 

Now.

 

-keep staring-

 

 

 

Now would be good.

 

-screen starts fading-

 

Now?

 

-screen goes black-

 

Now!

 

Disclaimer:

The company is “testing the waters” under Regulation A of the securities act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. The company is not under any obligation to make an offering under regulation a. It may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering might not be made under regulation a. If the company does go ahead with an offering, it will only be able to make sales after it has filed an offering statement with the securities and exchange commission (sec) and the sec has “qualified” the offering statement. The information in that offering statement will be more complete than the information the company is providing now, and could differ in important ways. You must read the documents filed with the sec before investing.

 

no money or other consideration is being solicited, and if sent in response, will not be accepted.

 

The offering materials may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company’s management. When used in the offering materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

No offer to sell securities or solicitation of an offer to buy securities is being made in any state where such offer or sale is not permitted under the blue sky or state securities laws thereof. No offering is being made to individual investors unless and until the offering has been registered in that state or an exemption from registration exists. The company intends to complete an offering under tier 2 of regulation a and as such intends to be exempted from state registration pursuant to federal law. Although an exemption from registration under state law may be available, the company may still be required to provide a notice filing and pay a fee in individual states.

 

No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement filed by the company with the sec has been qualified by the sec. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification.

 

An indication of interest involves no obligation or commitment of any kind.

 

 

 

 

 

Script: The best seat campaign video

Version: 1.3

Estimated Video Length:

Word Count: 541[Text Wrapping Break]Status: Approved

 

Are you wondering what kind of investment can give you front row access?

 

Stop wondering and get in on the action! Invest in StageWood by becoming a founding member today and secure the best seat for live entertainment! Our unique Fanatyks program will always give you the best seat and the best tickets. To every show, and every sport event. It’s experiencing live entertainment like never before. It’s an opportunity you won’t want to miss. So Reserve your shares in today because you can only become a founding member now.

 

You heard right, now -point down- is the time to invest.

 

By investing in StageWood, not only are you investing in the live entertainment industry, but you are investing in the best solution for it. A mix of technology, networking, (text on screen), adapted for this new era.

 

And being an investor comes with BIG perks, without the BIG investment.

 

As the innovator of the live entertainment industry, StageWood is building Tyket (logo) -point up on your right- , a social media platform specifically made for artists, producers, and fans. This is an app that’s going to change things around here.

 

Tyket is unlike any other app out there, combining crucial elements of technology and communication (text on screen), and creating a platform where artists, producers, and fans can interact like never before. This is more than social media, this is networking for change and the change is BIG -extend your hands-.

 

But, what’s in it for you -point to them-? As an investor, we KNOW you want to hear about how you’ll benefit.

 

By becoming a founding member today, you’re becoming more than an investor. You’ll also be enjoying the perks of being a preferred member. Secure great seats to every live show and sports events, mingle with other VIP members, enjoy meet-and-greets, and so much more. All on top of earning big with us.

 

For your commitment of five dollars -signal five- per share, for a minimum of 100 shares, you’ll be receiving stock in our company, and you’ll be receiving a lifetime, yup… you heard right… a LIFETIME premium membership of Fanatyks logo, our membership for preferred Tyket users. Secure it today because this offer will not last long.

 

What does the membership include? We’ re SO glad you asked!

 

 

 

As a premium member you’ll receive invitations to the hottest events in your city, discount on tickets bought through the app, the ability to win VIP tickets and even enter into experiences with your favorite artists.

 

Don’t let this opportunity pass you by. Become a founding member and take advantage of this unique opportunity. Reserve your shares in today.

 

Our gold membership is valued at $179 per year, but as a founding member, you’ll receive it for free (text on screen), for life! Think about it. This is a value close to $900 over a five year period and $1,800 over a ten year period that you will get for life! Don’t lose this opportunity, the time to get in is now.

 

Do you see the value yet? I bet you do -wink-

 

So go ahead, become a founding member. As you can see, this isn’t the kind of investment where you get a t-shirt and a thank you card. We APPRECIATE our founding members and reward them big time.

 

Become part of the disruption of the live entertainment industry today by locking your shares in now before it’s too late!

 

And welcome to StageWood.

 

Disclaimer:

 

The company is “testing the waters” under Regulation A of the Securities Act of 1933. This process allows companies to determine whether there may be interest in an eventual offering of its securities. The company is not under any obligation to make an offering under Regulation A. It may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering might not be made under regulation a. If the company does go ahead with an offering, it will only be able to make sales after it has filed an offering statement with the Securities and Exchange Commission (SEC) and the SEC has “qualified” the offering statement. The information in that offering statement will be more complete than the information the company is providing now, and could differ in important ways. You must read the documents filed with the sec before investing.

 

 

 

No money or other consideration is being solicited, and if sent in response, will not be accepted.

 

The offering materials may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company’s management. When used in the offering materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

No offer to sell securities or solicitation of an offer to buy securities is being made in any state where such offer or sale is not permitted under the blue sky or state securities laws thereof. No offering is being made to individual investors unless and until the offering has been registered in that state or an exemption from registration exists. The company intends to complete an offering under Tier 2 of Regulation A and as such intends to be exempted from state registration pursuant to federal law. Although an exemption from registration under state law may be available, the company may still be required to provide a notice filing and pay a fee in individual states.

 

No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement filed by the company with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance given after the date of qualification.

 

An indication of interest involves no obligation or commitment of any kind.

 

 

 

 

Exhibit A

Website Pages 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit B

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit C

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit D

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit E

  

Social Ads/Posts:

 

AS NOTED ABOVE, ALL SOCIAL ADS/POSTS DIRECTED ALL TRAFFIC TO A PAGE WHICH INCLUDED THE COMPANY’S RULE 255 DISCLAIMERS.