SEC Comment Letter 0000000000-24-004202 to Green Star Products, Inc. (GSPI) (CIK 0001461708) (GSPI)
Green Star Products, Inc. (GSPI) (CIK 0001461708)
Date: April 17, 2024 · CIK: 0001461708 · Accession: 0000000000-24-004202
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File numbers found in text: 024-12413
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United States securities and exchange commission logo
April 17, 2024
Dennis Hopkins
Chief Executive Officer
Green Star Products, Inc.
7735 Sand Street
Fort Worth, Texas 76118
Re:Green Star Products, Inc.
Offering Statement on Form 1-A
Filed on March 21, 2024
File No. 024-12413
Dear Dennis Hopkins:
We have reviewed your offering statement and have the following comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A filed on March 21, 2024
General
1.We note that you filed a Form D on March 28, 2024. Please revise to include the
information required by Item 6 of Part I of Form 1-A.
Cover Page
2.We note that Dennis Hopkins beneficially owns 81% of the company. If true, please
revise the cover page to prominently disclose that the company will be controlled by
Dennis Hopkins post-offering, disclose his total voting power and include appropriate risk
factor disclosure.
Risk Factors
As we currently purchase all of our product supply requirements from outside sources..., page 11
3.We note your risk factor that your supply chain may be impacted by raw material
shortages, plant breakdowns and other circumstances affecting your suppliers. Update
FirstName LastNameDennis Hopkins
Comapany NameGreen Star Products, Inc.
April 17, 2024 Page 2
FirstName LastNameDennis Hopkins
Green Star Products, Inc.
April 17, 2024
Page 2
your risks characterized as potential if recent supply chain disruptions have impacted your
operations.
Use of Proceeds, page 20
4.We note that there is no minimum that must be raised in the offering and that you intend
to use $250,000 of the proceeds of the offering to purchase Primo Products, LLC
and Healthy Products, LLC. Please revise to state the company's plan if under $250,000 is
raised in the offering.
5.We note that you intend to use a portion of the proceeds to compensate employees,
officers and directors and independent contractors. Please revise to clearly state the
proceeds that will be used to compensate or otherwise make payments to your officers and
directors. Refer to Instruction 2 to Item 6 of Part II of Form 1-A.
Business, page 23
6.We note that both Primo Chalk and Healthy Planet Products are currently sold online.
Please revise to describe the revenue-generating activities, products and/or services of
each business, quantifying where possible, and disclose the amount of sales that each
business has had in the last fiscal year.
7.We note a portion of the proceeds from the offering will be used to purchase raw materials
and make production facility upgrades. Please revise to describe the company's production
capabilities and how the company intends to produce the products of Primo Chalk and
Healthy Planet Products.
Market, page 25
8.We note your disclosure that "the fitness chalk market size is expected to develop revenue
and exponential market growth at a remarkable CAGR during the forecast period from
2023–2030." Please revise to disclose the CAGR or remove this disclosure.
Distribution Channels, page 27
9.We note your disclosure that you plan to "Simplify the MLM model". Revise to describe
how such program will work.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments, page 32
10.Please revise your disclosure on page 32 to expand your discussion of the material terms
of the Primo Products, LLC and HP Products, LLC letters of intent and include a
discussion of any material uncertainties regarding your ability to proceed with
the acquisitions and disclose whether the letters of intent are binding.
FirstName LastNameDennis Hopkins
Comapany NameGreen Star Products, Inc.
April 17, 2024 Page 3
FirstName LastName
Dennis Hopkins
Green Star Products, Inc.
April 17, 2024
Page 3
Executive Compensation, page 40
11.We note that your Summary Compensation Table indicates no compensation for your
executive officers and directors for the 2023 fiscal year. However, we note your disclosure
that on May 30, 2023, directors Duarte and Carter were each issued 10,000,000 shares of
common stock for their services. Please include such compensation in your summary table
or tell us why you are not required to do so. Additionally, please briefly describe all
proposed compensation to be made in the future pursuant to any ongoing plan or
arrangement to your executive officers and directors. Refer to Item 11(d) of Part II of
Form 1-A.
We will consider qualifying your offering statement at your request. In connection with
your request, please confirm in writing that at least one state has advised you that it is prepared
to qualify or register your offering. 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.
Please contact Dale Welcome at 202-551-3865 or Andrew Blume at 202-551-3254 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Donald Keer