SecProbe.io

CORRESP
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filename1.htm

October
10, 2023

TO:

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

Washington,
D.C. 20549

FROM:

Peter
H. Koch

Chief
Executive Officer

ReoStar
Energy Corp.

87
N. Raymond Ave., Suite 200

Pasadena,
California 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

Response
to Comments:

Comment:

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 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.

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Response:

It
was never the intent of the Company to have an Exclusive Forum Legal Provision. Since there is no such provision in the Company’s
Governing or Operating documents it was decided to remove this section from the Offering and the Subscription Agreement.

Comment:

Management's
Discussion and Analysis, 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.

Response:

“Management’s
Discussion and Analysis, page 20” has been edited and revised to incorporate the

The
more recent disclosure of the financial statements for period ending June 30, 2023. In addition, pages

F-9
to F-15 have been revised accordingly, and throughout the Offering to reflect the more recent inclusion of Financials for the period
ending June 30, 2023.

Comment:

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.

Response:

All
references in the Offering to selling shares at $1.00 have been removed and a fixed price of $2.00 is

now
used throughout the Offering. In addition, an updated Subscription Agreement has been filed.

Comment:

 4. Please
                                            revise your opinion to reflect the terms of the proposed offering.

    2

Response:

Revised
and updated Opinion Letter filed.

The
Company feels it has successfully complied with all current Comments.

Sincerely,

/s/
Peter H. Koch

Peter
H. Koch

Chief
Executive Officer

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