SEC Company Response from Superstar Platforms (SPST) — Jul 8, 2025
Superstar Platforms Inc.
Date: July 8, 2025 · CIK: 0001192323 · Accession: 0001641172-25-018257
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-156744, 000-56744
Letter
Securities and Exchange Commission Division of Corporate Finance Office of Trade and Services Superstar Platforms Inc. Registration Statement on Form 10-12G Filed May I, 2025 File No. 000-56744
Dear Sir or Madam:
We are submitting this letter on behalf of Superstar Platforms Inc. ( “the Company”) in response to comments from the staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on May 28, 2025 relating to the Company’s Registration Statement filed on Form 10-12g filed on May 1, 2025 with the file number 000-156744. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment to this letter a copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally filed.
Item 1 Business
1. We note the following disclosure: “Superstar Platforms”. a leading national technology conglomerate is the parent company that owns and controls a diversified portfolio of subsidiaries across various industries. Growth will primarily be driven through strategic acquisitions.” Please revise to expand on your business developments. including those of your “subsidiaries.” Please refer to the applicable provisions of Item 101of Regulation S-K.
Current version:
Overview
Superstar Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com) digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace. Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
Amended version:
Overview
Superstar Platforms, a national technology company, is a company that seeks to own and control a diversified portfolio of subsidiaries across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com) digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering transactions typically found at a pawn shop. As of September 30, 2024, PawnTrust, Inc which engages in small business loans to thriving entrepreneurs, added a marketplace exclusively for Pawn Shops to its business model. PawnTrust acts as an intermediary between the Pawn Shop and consumer using the best technology to streamline borrowing, buying, and bartering transactions through an app on a mobile phone. PawnTrust has established Pawn Partners, which are local Pawn Shops, in which inventory is extrapolated into the PawnTrust Marketplace. This allows the Pawn Shops to immediately and seamlessly have their inventory displayed nationally. PawnTrust works like an amplifier. Many of these local stores do not have a web presence nor capital to market their inventory on a national basis. By leveraging the PawnTrust national marketplace the local store can create incremental sales from a wider range of buyers. These enhancements let consumers experience a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace. Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
2. Please refer to the last full sentence under subsection titled “Business.” Please revise to provide the number of shares for each class of securities that the Company is authorized to issue.
Current Version:
The Company is currently authorized to issue one billion shares of common stock, one million shares of The following represent the Company’s issued shares as of March 31, 2025:
Common shares: 174,731,956 Preferred Shares-10,000
Series A Preferred Shares—1
Series B Preferred Shares- 9,999
Amended Version-
The Company is currently authorized to issue one billion shares of common stock and ten thousand shares of preferred stock. The following represent the Company’s issued shares as of July 7, 2025:
Common shares: 180,187,0466 Series A Preferred Shares-1 Series B Preferred Shares-0
3. Item 1A Risk
Please revise the risks factors section generally to disclose risk factors that are specific to you, your business operations, and your securities. In this regard, we note certain references that do not appear to be relevant to your business operations, including references to HIPPA, and your statement that you arc “providing secure information storage and maintaining the confidentiality of proprietary, confidential and trade secret information” of your clients.
Current version-
RISK FACTORS
An investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase Superstar Platforms Inc.’s common stock, an investor should carefully consider all the material risks described below, together with the other information contained in this report. An investor should only purchase Superstar Platforms Inc.’s securities if he or she can afford to suffer the loss of his or her entire investment.
General Business and Industry Risks
An inability to retain our senior management team would be detrimental to the success of our business.
We rely heavily on our senior management team; our ability to retain them is particularly important to our future success. Given the highly specialized nature of our services the senior management team must have a thorough understanding of our product and service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals and external parties. In addition, we rely on our senior management team to generate and market our business successfully in a crowded, complex, and legislatively bound marketplace. Further, our senior management’s personal reputation and relationships with our clients are a critical element in obtaining and maintaining client engagements. We will enter into non-solicitation agreements with our senior management team, and we will also enter into well-scoped non-competition agreements. If one or more members of our senior management team leave and we cannot replace them with a suitable candidate quickly, we could experience difficulty in securing and successfully completing engagements and managing our business properly, which could harm our business prospects and results of operations.
Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.
Superstar Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com) digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace. Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market. .Our success depends largely on our general ability to attract, develop, motivate, and retain highly skilled professionals. Further, we must successfully maintain the right mix of professionals with relevant experience and skill sets as we grow, as we expand into new service offerings, and as the market evolves. The loss of a considerable number of our professionals, the inability to attract, hire, develop, train, and retain additional skilled personnel, or the failure to maintain the right mix of professionals could have a serious negative effect on us, including our ability to manage, staff, and successfully complete our existing engagements and obtain new engagements. Qualified professionals are in great demand, and we face significant competition from both senior and junior professionals with the requisite credentials and experience. Our principal competition for talent comes from other pawnshops and consulting firms as well as from organizations seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation and benefits or more attractive lifestyle choices, career paths, or geographic locations than we do. Therefore, we may not be successful in attracting and retaining the skilled people we require to conduct and expand our operations successfully. Increasing competition for these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and results of operations.
● the diversion of management time, attention, and resources from managing and marketing our Company;
● the failure to retain key acquired personnel or existing personnel who may view the acquisition unfavorably;
● the potential loss of clients of acquired businesses;
● the need to compensate new employees while they wait for their restrictive covenants with other institutions to expire;
● the potential need to raise significant amounts of capital to finance a transaction or the potential issuance of equity securities that could be dilutive to our existing shareholders;
● increased costs to improve, coordinate, or integrate managerial, operational, financial, and administrative systems;
● the potential assumption of liabilities of an acquired business;
● the inability to attain the expected synergies with an acquired business;
● the usage of earn-outs based on the future performance of our business acquisitions may deter the acquired company from fully integrating into our existing business;
● the perception of inequalities if diverse groups of employees are eligible for different benefits and incentives or are subject to different polic
Show Raw Text
CORRESP
1
filename1.htm
PO
Box 281077
Nashville,
TN 37228
615-476-1151
SteveMillslaw@gmail.com
July
7, 2025
Securities
and Exchange Commission
Division
of Corporate Finance
Office
of Trade and Services
Washington,
DC 20549
Superstar
Platforms Inc.
Registration
Statement on Form 10-12G
Filed
May I, 2025
File
No. 000-56744
Dear
Sir or Madam:
We
are submitting this letter on behalf of Superstar Platforms Inc. ( “the Company”) in response to comments from the staff
(“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter on May 28, 2025 relating
to the Company’s Registration Statement filed on Form 10-12g filed on May 1, 2025 with the file number 000-156744. The numbered
paragraphs below correspond to the numbered comments in the Staff’s letter. We are including as an attachment to this letter a
copy of the Registration Statement that has been marked to show changes from the Registration Statement as originally filed.
Item
1 Business
1. We
note the following disclosure: “Superstar Platforms”. a leading national technology
conglomerate is the parent company that owns and controls a diversified portfolio of subsidiaries
across various industries. Growth will primarily be driven through strategic acquisitions.”
Please revise to expand on your business developments. including those of your “subsidiaries.”
Please refer to the applicable provisions of Item 101of Regulation S-K.
Current
version:
Overview
Superstar
Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries
across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust—
a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce
fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
Amended
version:
Overview
Superstar
Platforms, a national technology company, is a company that seeks to own and control a diversified portfolio of subsidiaries across various
industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust— a specialized
marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. As of September 30, 2024, PawnTrust, Inc which engages in small business loans to thriving
entrepreneurs, added a marketplace exclusively for Pawn Shops to its business model. PawnTrust acts as an intermediary between the Pawn
Shop and consumer using the best technology to streamline borrowing, buying, and bartering transactions through an app on a mobile phone.
PawnTrust has established Pawn Partners, which are local Pawn Shops, in which inventory is extrapolated into the PawnTrust Marketplace.
This allows the Pawn Shops to immediately and seamlessly have their inventory displayed nationally. PawnTrust works like an amplifier.
Many of these local stores do not have a web presence nor capital to market their inventory on a national basis. By leveraging the PawnTrust
national marketplace the local store can create incremental sales from a wider range of buyers. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
2. Please
refer to the last full sentence under subsection titled “Business.” Please revise
to provide the number of shares for each class of securities that the Company is authorized
to issue.
Current
Version:
The
Company is currently authorized to issue one billion shares of common stock, one million shares of The following represent the Company’s
issued shares as of March 31, 2025:
Common
shares: 174,731,956 Preferred Shares-10,000
Series
A Preferred Shares—1
Series
B Preferred Shares- 9,999
Amended
Version-
The
Company is currently authorized to issue one billion shares of common stock and ten thousand shares of preferred stock. The following
represent the Company’s issued shares as of July 7, 2025:
Common
shares: 180,187,0466 Series A Preferred Shares-1 Series B Preferred Shares-0
3. Item
1A Risk
Please
revise the risks factors section generally to disclose risk factors that are specific to you, your business operations, and your securities.
In this regard, we note certain references that do not appear to be relevant to your business operations, including references to HIPPA,
and your statement that you arc “providing secure information storage and maintaining the confidentiality of proprietary, confidential
and trade secret information” of your clients.
Current
version-
RISK
FACTORS
An
investment in our common stock is highly speculative and involves a high degree of risk. In determining whether to purchase Superstar
Platforms Inc.’s common stock, an investor should carefully consider all the material risks described below, together with the
other information contained in this report. An investor should only purchase Superstar Platforms Inc.’s securities if he or she
can afford to suffer the loss of his or her entire investment.
General
Business and Industry Risks
An
inability to retain our senior management team would be detrimental to the success of our business.
We
rely heavily on our senior management team; our ability to retain them is particularly important to our future success. Given the highly
specialized nature of our services the senior management team must have a thorough understanding of our product and service offerings
as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals and external
parties. In addition, we rely on our senior management team to generate and market our business successfully in a crowded, complex, and
legislatively bound marketplace. Further, our senior management’s personal reputation and relationships with our clients are a
critical element in obtaining and maintaining client engagements. We will enter into non-solicitation agreements with our senior management
team, and we will also enter into well-scoped non-competition agreements. If one or more members of our senior management team leave
and we cannot replace them with a suitable candidate quickly, we could experience difficulty in securing and successfully completing
engagements and managing our business properly, which could harm our business prospects and results of operations.
Our
inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative
effect on our prospects and results of operations.
Superstar
Platforms, a leading national technology conglomerate, is the parent company that owns and controls a diversified portfolio of subsidiaries
across various industries. Growth will primarily be driven through strategic acquisitions. Currently Superstar Platforms owns PawnTrust—
a specialized marketplace designed exclusively for the approximately 11,000 pawn shops across the country. The online marketplace (www.pawntrust.com)
digitizes the inventory using advanced image recognition algorithms to automate item descriptions of the participating pawn shops and
markets them on a national scale. The marketplace contains cutting-edge technology that streamlines the borrowing, buying, and bartering
transactions typically found at a pawn shop. The platform plans to leverage Artificial Intelligence (AI) to optimize pricing, reduce
fraud, and create personalized search recommendations to enhance the customer’s experience. These enhancements let consumers experience
a frictionless shopping experience on their mobile app that gives them instant access to this nationwide inventory of pawn shops. Not
only does this provide a more efficient way for consumers to shop, eliminating the need to visit multiple stores, but it also amplifies
the reach of individual pawn shop owners. By joining the PawnTrust- ‘Pawn Partners’ network, shop owners gain access to a
broader audience, enhancing their visibility and sales opportunities. This innovative approach aligns customer convenience with business
growth, reshaping how people interact with the pawn industry. Consumers that purchase items outside of their local area will have their
items conveniently shipped to them. As the intermediary in each transaction, PawnTrust earns a fee on every item sold in the marketplace.
Many of these local pawn shops lack an online presence or the capital to market their inventory on a national scale. By bridging this
gap, PawnTrust opens opportunities for incremental sales from a wider buying base, effectively transforming the pawn shop and micro-lending
industries. This model not only supports local businesses but also extends their reach, driving growth and innovation within the market.
.Our success depends largely on our general ability to attract, develop, motivate, and retain highly skilled professionals. Further,
we must successfully maintain the right mix of professionals with relevant experience and skill sets as we grow, as we expand into new
service offerings, and as the market evolves. The loss of a considerable number of our professionals, the inability to attract, hire,
develop, train, and retain additional skilled personnel, or the failure to maintain the right mix of professionals could have a serious
negative effect on us, including our ability to manage, staff, and successfully complete our existing engagements and obtain new engagements.
Qualified professionals are in great demand, and we face significant competition from both senior and junior professionals with the requisite
credentials and experience. Our principal competition for talent comes from other pawnshops and consulting firms as well as from organizations
seeking to staff their internal professional positions. Many of these competitors may be able to offer significantly greater compensation
and benefits or more attractive lifestyle choices, career paths, or geographic locations than we do. Therefore, we may not be successful
in attracting and retaining the skilled people we require to conduct and expand our operations successfully. Increasing competition for
these revenue-generating professionals may also significantly increase our labor costs, which could negatively affect our margins and
results of operations.
●
the
diversion of management time, attention, and resources from managing and marketing our Company;
●
the
failure to retain key acquired personnel or existing personnel who may view the acquisition
unfavorably;
●
the
potential loss of clients of acquired businesses;
●
the
need to compensate new employees while they wait for their restrictive covenants with other
institutions to expire;
●
the
potential need to raise significant amounts of capital to finance a transaction or the potential
issuance of equity securities
that could be dilutive to our existing shareholders;
●
increased
costs to improve, coordinate, or integrate managerial, operational, financial, and administrative
systems;
●
the
potential assumption of liabilities of an acquired business;
●
the
inability to attain the expected synergies with an acquired business;
●
the
usage of earn-outs based on the future performance of our business acquisitions may deter
the acquired company from
fully integrating into our existing business;
●
the
perception of inequalities if diverse groups of employees are eligible for different benefits
and incentives or are subject
to different polic