United States securities and exchange commission logo
July 20, 2020
Kari DeLonge
Chief Content Officer
To The Stars Academy of Arts & Science Inc.
315 S. Coast Hwy 101
Suite U38
Encinitas, CA 92024
Re: To The Stars
Academy of Arts and Science Inc.
Offering Statement
on Form 1-A
Filed June 23, 2020
File No. 024-11243
Dear Ms. DeLonge:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A filed June 23, 2020
Company's History, page 7
1. Refer to the
fourth-to-last paragraph on page 8. Please revise here and elsewhere as
appropriate to clarify
the meaning of the term "metamaterials" and how these materials are
used in your ADAM
project.
COVID-19 Global Pandemic, page 30
2. We note your disclosure
that "[t]he extent to which COVID-19 may impact the company s
business activities
will depend on future developments, such as the ultimate geographic
spread of the disease,
the duration of the outbreak, travel restrictions, business disruptions,
a possible second wave
of such outbreak, and the effectiveness of actions taken in the
United States and other
countries to contain and treat the disease." Please amend your risk
Kari DeLonge
To The Stars Academy of Arts & Science Inc.
July 20, 2020
Page 2
factor disclosure to provide more detailed risks related to the
COVID-19 pandemic, and
your Management's Discussion and Analysis to provide information about
your financial
condition as a result of COVID-19, tailored to your specific facts and
circumstances. For
example, please describe the duration of the temporary shutdown of
your stores, the extent
to which you have reopened, and whether demand has returned for your
business. For
additional guidance, see CF Disclosure Guidance: Topic No. 9 (March
25, 2020).
Regulation A Offering, page 36
3. We note that as of June 15, 2020 the offering which commenced in 2019
under Reg. A has
raised approximately $686,000. We also note your disclosure at page
F-8 which states
that the 2019 offering is expected to expire in July 2020. In your
next amendment, please
revise your disclosure to update the status of the offering.
Security Ownership of Management and Certain Securityholders, page 47
4. Your disclosure in footnote (8) states that your Class B shareholders
agreed to fully
convert their Class B shares into Class A shares by June 30, 2020, at
which time the
company would eliminate the Class B form of common stock. Please
provide additional
detail regarding the terms of your agreement with the Class B
shareholders to convert the
shares, the reasons for the conversion, and whether the conversion has
taken place. Revise
your disclosure accordingly and file any material agreements or
amendments related to the
conversion.
Plan of Distribution, page 56
5. We note that at least one of your websites contains links which
investors can click into to
express an interest in being notified "when the new offering is live."
Please clarify when
you will deem a new offering to be live and tell us what information
is provided to
investors when they click through the link and register to express
interest. In this regard, it
does not appear that you have filed any exhibits as test-the-waters
materials.
6. Revise to distinguish the roles and responsibilities of Digital
Offering and Cambria, and
file any agreements you have with them as exhibits. In this regard,
because Cambria is
described as your "soliciting dealer" tell us why they should not be
identified as an
underwriter if, as the description implies, they are soliciting
investors.
Consolidated Financial Statements
Independent Auditors' Report, page F-3
7. It appears the audit report date of 6/12/20 on the December 31, 2019
financial statements
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Exhibits
8. Please file all material agreements with your next amendment,
including the most recent
Certificate of Amendment to your certification of incorporation. In
this regard, please
note that we are unable to locate your material agreements with
TruClear and the U.S.
Army.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Angela Lumley at (202) 551-3398 or Bill Thompson at
(202) 551-3344
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202)
551-3264
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jamie Ostrow