SEC Comment Letter 0000000000-23-004885 to INTERNATIONAL STAR INC (ILST) (CIK 0001100788) (ILST)
INTERNATIONAL STAR INC (ILST) (CIK 0001100788)
Date: May 9, 2023 · CIK: 0001100788 · Accession: 0000000000-23-004885
AI Filing Summary & Sentiment
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Letter
United States securities and exchange commission logo May 9, 2023 Nochum Greenberg Chief Executive Officer International Star, Inc. 8 The Green, Suite A Dover, DE 19901 Re:International Star, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Submitted April 19, 2023 CIK No. 0001100788 Dear Nochum Greenberg: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft offering statement or publicly filing your offering statement on EDGAR. 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 draft offering statement or filed offering statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 1 to Draft Offering Statement on Form 1-A submitted April 19, 2023 General 1.We note new disclosure regarding your acquisition of the remaining 94% of Budding Equity, Inc. (Budding) on February 14, 2023, making Budding your wholly-owned subsidiary. We also note your statements that upon completion of the acquisition you believe that you have ceased to be a shell company; and that with the Budding acquisition you are now operating an established cannabis royalty business.
Please revise to provide information as to the business of Budding (including any subsidiaries), its results of operations, and its liquidity and capital resources, and describe the material terms of the acquisition. See Items 7 and 9 of Form 1-A. Please also provide us with a written explanation that details whether and why you believe that the acquisition now makes you eligible to conduct an offering pursuant to Rule 251(b)(3) of Regulation
FirstName LastNameNochum Greenberg Comapany NameInternational Star, Inc. May 9, 2023 Page 2 FirstName LastName Nochum Greenberg International Star, Inc. May 9, 2023 Page 2 A. File as exhibits the plan of acquisition for Budding and any related material contracts. See Item Item 17 of Form 1-A. 2.Please tell us how you considered whether historical financial statements of Budding Equity, Inc. are required, and whether pro forma financial statements reflecting your acquisition of Budding Equity, Inc. are required. See Part F/S of Form 1-A for financial statements requirements. You may contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Zvi Raskin
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United States securities and exchange commission logo
May 9, 2023
Nochum Greenberg
Chief Executive Officer
International Star, Inc.
8 The Green, Suite A
Dover, DE 19901
Re:International Star, Inc.
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted April 19, 2023
CIK No. 0001100788
Dear Nochum Greenberg:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. 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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Offering Statement on Form 1-A submitted April 19, 2023
General
1.We note new disclosure regarding your acquisition of the remaining 94% of Budding
Equity, Inc. (Budding) on February 14, 2023, making Budding your wholly-owned
subsidiary. We also note your statements that upon completion of the acquisition you
believe that you have ceased to be a shell company; and that with the Budding acquisition
you are now operating an established cannabis royalty business.
Please revise to provide information as to the business of Budding (including any
subsidiaries), its results of operations, and its liquidity and capital resources, and describe
the material terms of the acquisition. See Items 7 and 9 of Form 1-A. Please also provide
us with a written explanation that details whether and why you believe that the acquisition
now makes you eligible to conduct an offering pursuant to Rule 251(b)(3) of Regulation
FirstName LastNameNochum Greenberg
Comapany NameInternational Star, Inc.
May 9, 2023 Page 2
FirstName LastName
Nochum Greenberg
International Star, Inc.
May 9, 2023
Page 2
A. File as exhibits the plan of acquisition for Budding and any related material contracts.
See Item Item 17 of Form 1-A.
2.Please tell us how you considered whether historical financial statements of Budding
Equity, Inc. are required, and whether pro forma financial statements reflecting your
acquisition of Budding Equity, Inc. are required. See Part F/S of Form 1-A for financial
statements requirements.
You may contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Zvi Raskin