SEC Comment Letter for STARSTREAM ENTERTAINMENT, INC. (CIK 0001561686) — Jun 18, 2020
STARSTREAM ENTERTAINMENT, INC. (CIK 0001561686)
Date: June 18, 2020 · CIK: 0001561686 · Accession: 0000000000-20-005452
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File numbers found in text: 024-11197
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United States securities and exchange commission logo
June 18, 2020
Carla Rissell
Chief Executive Officer
Starstream Entertainment, Inc.
1227 N Atlantic Ave.
New Smyrna Beach, FL 32169
Re:Starstream Entertainment, Inc.
Amendment No. 1
Offering Statement on Form 1-A
Filed on June 5, 2020
File No. 024-11197
Dear Ms. Rissell:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our May 13, 2020 letter.
Amendment No. 1 to Offering Statement filed on June 5, 2020
Cover Page
1.It appears that you have revised your risk factor disclosure at page 3 in response to our
prior comment 1. Please also revise the cover page of the offering circular to disclose the
voting preference of the Series B preferred and the percentage of the vote that will be
controlled by your management if all or some of the shares are sold in the offering.
The Current Coronavirus Pandemic, page 5
2.We note your discussion of the general impact of COVID-19 on the global supply chain,
market, and economies. Please also include management’s outlook for the near future and
FirstName LastNameCarla Rissell
Comapany NameStarstream Entertainment, Inc.
June 18, 2020 Page 2
FirstName LastName
Carla Rissell
Starstream Entertainment, Inc.
June 18, 2020
Page 2
whether you expect the pandemic to have a material impact on your revenues in your
current or future financial periods. If the pandemic required you to close your operations,
please disclose that information and when you reopened, or expect to reopen, your
operations.
We are classified as a "smaller reporting company", page 10
3.Please revise your disclosure to describe your ongoing filing requirements after
qualification under Regulation A. Also, please revise your risk factor to clarify that the
company suspended its reporting obligations on October 6, 2014 and therefore is not
currently a reporting company.
Use of Proceeds, page 18
4.We note your response to prior comment 4 and re-issue in part. Please address how your
operations may be limited if you are not able to sell all of the shares offered. In this
regard, consider if, and how long, the timeline to achieve your immediate objectives will
be altered or extended if you do not receive full offering proceeds. Additionally, we note
that your tables on page 19 do not specify the amount to be devoted to working capital.
Please advise or revise to clarify.
Exhibits
5.We are unable to locate your response to prior comment 5; therefore we re-issue our prior
comment on the exclusive forum and jury trial waiver provisions contained in your
subscription agreement.
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.