SecProbe.io

United States securities and exchange commission logo
May 13, 2020
Carla Rissell
Chief Executive Officer
Starstream Entertainment, Inc.
1227 N Atlantic Ave.
New Smyrna Beach, FL 32169
Re:Starstream Entertainment, Inc.
Offering Statement on Form 1-A
Filed on April 16, 2020
File No. 024-11197
Dear Ms. Rissell:
            We have reviewed your 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 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.
Offering Statement on Form 1-A filed on April 16, 2020
Cover Page
1.Please revise to highlight the lower voting rights available to the common stock in this
offering relative to the other classes of stock you have issued.  In addition, please disclose
what the voting power of your management will be if all or some of the shares are sold in
the offering.
The Offering, page 2
2.We note the fourth-to-last paragraph on page 3 in which you state that payment must be
submitted by check, wire transfer, or ACH. Please reconcile this disclosure with your
disclosure on the cover page that payment may be in the form of cash, promissory notes,
services, and/or other consideration.  To the extent that sales will be made for services or
other consideration, please provide more detailed disclosure about the timing and method
of valuation.

 FirstName LastNameCarla Rissell
 Comapany NameStarstream Entertainment, Inc.
 May 13, 2020 Page 2
 FirstName LastNameCarla Rissell
Starstream Entertainment, Inc.
May 13, 2020
Page 2
Risk Factors, page 5
3.Please add risk factor disclosure describing how your reporting obligations after
qualification differ from those of a company with reporting obligations under the
Securities Act of 1933 and the Exchange Act of 1934.
Plan of Operations, page 21
4.Please revise your disclosure to describe in more detail your plan of operations for the 12
months following the commencement of the proposed offering, or revise to state why such
information is not available.  Please ensure your revised disclosure addresses how your
plan of operations would differ assuming 25%, 50%, 75% and 100% of the shares being
offered are sold and disclose any significant steps that must be taken or any significant
future milestones that must be achieved in order to accomplish objectives (3), (5), and (6)
in the first risk factor on page 5.  Refer to Item 9 (c) of Part II of Form 1-A.
Exhibits
5.We note Section 6 of your subscription agreement. With respect to the provision for
waiver of jury trial, please revise your offering circular to: 1) describe the jury trial
provision, including its risks and other impact on your investors; 2) describe any questions
as to enforceability under federal and state law; 3) clarify whether this provision applies to
claims under the federal securities laws and whether it applies to claims other than in
connection with this offering; and 4) to the extent the provision applies to federal
securities law claims, please revise the disclosure to state that investors cannot waived
compliance with the federal securities laws and the rules and regulations thereunder. In
addition, if the jury waiver provision does not apply to claims under the federal securities
laws, please revise Section 6 of the subscription agreement to state that that is the case.
With respect to the provision for exclusive forum, please revise your offering circular to:
1) describe the provision, including its risks to investors; 2) describe questions of
enforceability; and 3) clarify whether this provision applies to federal securities law
claims. In addition, if the exclusive forum provision does not apply to claims under the
federal securities laws, please revise Section 6 of the subscription agreement to state that
that is the case, or provide us with reasonable assurance that you will make future
investors aware of the provision’s limited applicability.
            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.

 FirstName LastNameCarla Rissell
 Comapany NameStarstream Entertainment, Inc.
 May 13, 2020 Page 3
 FirstName LastName
Carla Rissell
Starstream Entertainment, Inc.
May 13, 2020
Page 3
            You may contact Stephen Kim at (202) 551-3291 or Doug Jones at (202) 551-3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Donnell Suares, Esq.