SecProbe.io

February 19, 2020
Sky Conway
Chief Executive Officer
Atomic Studios, Inc.
1140 Highland Ave #222
Manhattan Beach, CA 90266
Re:Atomic Studios, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed February 6, 2020
File No. 024-11119
Dear Mr. Conway:
            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 January 29, 2020 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Risk Factors, page 6
1.We note that Mr. Conway is currently the Chief Executive Officer of Atomicon LLC.  In
addition, we note that both Messrs. Conway and Zanca appear to be executive officers
for Galactic Adventures, an enterprise that is raising funds on Wefunder.  Please add
a risk factor to discuss the other business activities of Messrs. Conway and Zanca, and the
potential conflicts of interest that exists in relation to those other activities and disclose the
approximate average number of hours they will devote to your business each week.  In
addition, add comparable disclosure to the biographic description on page 45.

 FirstName LastNameSky Conway
 Comapany NameAtomic Studios, Inc.
 February 19, 2020 Page 2
 FirstName LastName
Sky Conway
Atomic Studios, Inc.
February 19, 2020
Page 2
Series in Development, page 37
2.We note your response to prior comment 8.  We further note that you have identified
numerous productions as being "in development."  Given that the company has nominal
capital resources and operations, please revise to clarify what "in development" means for
each of the productions.  In addition, revise to indicate the manner in which the company
holds the content to include a discussion regarding whether it is irrevocably licensed or
was acquired, and the terms of any agreements to license or acquire the library of content
or intellectual property.
Management's Analysis of Financial Condition and Results of Operations, page 43
3.In response to prior comment 6, you state that working capital to cover expenses and costs
was from "an unaffiliated company" but we note that this is characterized as a related
party transaction on page 65.  Please identify the lender, the amount of funds that was
received, and the terms of repayment.  Also, identify the shareholder and executive officer
to whom you issued notes payable.
            You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jon E. Lux, Esq.