SecProbe.io

United States securities and exchange commission logo
September 25, 2023
Peter H. Koch
Chief Executive Officer
ReoStar Energy Corp.
87 N. Raymond Ave., Suite 200
Pasadena, CA 91103
Re:ReoStar Energy Corp.
Post Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed September 11, 2023
File No. 024-11669
Dear Peter H. Koch:
            We have reviewed your amendment 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.
Post Qualification Amendment No. 1 to Offering Statement on Form 1-A
Risks Related to our Business
Governing Law and Legal Venue, page 12
1.We note you disclose here and on page 19 that "[t]his Agreement shall be construed in
accordance with, and governed by, the laws of the District Court of the Clark County
Judicial District of the State of Nevada for any claim as to which the Clark County
District Court of the State of Nevada has jurisdiction."  Please clarify what you mean by
"this Agreement."  In this regard, we note that this exclusive forum provision is included
in your subscription agreement but not your governing documents.  Please also revise
your disclosure to clearly and prominently describe the provision and whether you intend
for this exclusive forum provision to extend to derivative actions relating to federal
securities law claims.  Additionally, disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act.  If so, please also state that there is
uncertainty as to whether a court would enforce such provision. If the provision applies to

 FirstName LastNamePeter H. Koch
 Comapany NameReoStar Energy Corp.
 September 25, 2023 Page 2
 FirstName LastNamePeter H. Koch
ReoStar Energy Corp.
September 25, 2023
Page 2
Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
Management's Discussion and Analyis, page 20
2.We note that you have provided financial results as of June 30, 2023. Please revise this
section and elsewhere as appropriate to provide updated disclosure to include these more
recent results. In addition, please revise your financial statement to clarify whether the
results at page F-9 to F-15 are for the year ended June 30 or the six months ended June 30.
General
3.We note your disclosure that "[t]he Company reserves the right to sell shares under this
Offering at $1.00 per share for any investor who invest a minimum of $1,000,000."  At-
the-market offerings are not permitted under Regulation A.  Please revise throughout the
offering statement to fix the price for the duration of the offering.  To the extent you
choose to change the price during the offering to another fixed price, please confirm that
you will do so by means of a supplemental or post-qualification amendment, as
appropriate.  Refer to Rule 251(d)(3)(ii) of Regulation A.  In addition, file an updated
subscription agreement with your next amendment, as appropriate.
4.Please revise your opinion to reflect the terms of the proposed offering.
            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.

 FirstName LastNamePeter H. Koch
 Comapany NameReoStar Energy Corp.
 September 25, 2023 Page 3
 FirstName LastName
Peter H. Koch
ReoStar Energy Corp.
September 25, 2023
Page 3
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Daniel
Morris, Legal Branch Chief, at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mark Pena