SEC Company Response from Carriage House Event Center, Inc. (CRGH) (CIK 0001798458) — Apr 20, 2020
Carriage House Event Center, Inc. (CRGH) (CIK 0001798458)
Date: April 20, 2020 · CIK: 0001798458 · Accession: 0001493152-20-006787
AI Filing Summary & Sentiment
File numbers found in text: 333-236117
Referenced dates: March 25, 2020
Letter
BARNETT & LINN
ATTORNEYS AT LAW
Calabasas Road, Suite 205 • Calabasas, CA 91302
www.barnettandlinn.com
WILLIAM B. BARNETT
TELEPHONE: 818-436-6410
Attorney/Principal
FACSIMILE: 818-223-8303
wbarnett@wbarnettlaw.com
April 20, 2020
Division of Corporation Finance
Securities and Exchange Commission
F Street NE
Washington D.C. 20549
Attn: Danial Morris, Attorney
Erin Jaskot, Attorney
Patrick Kuhn, Accountant
Bill Thompson, Accountant
Re: Carriage House Event Center, Inc. (“Registrant” and/or “Company”)
Amendment No. 2 to Registration Statement on Form S-1
Filed on January 28, 2020
File No. 333-236117
Gentlepersons:
The Registrant hereby files its Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 1”). The Amendment No. 1 has been revised in accordance with the Commission’s comment letter dated March 25, 2020 (“Comment Letter”).
To assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 1 “marked to show changes”, and our responses below correspond to each comment number in the Comment Letter.
Cover Page
1. In response to your comment, we have included disclosure regarding the stock ownership and voting power of our CEO and sole director to the Cover Page, if only 50% of the offering is sold.
Our president and secretary have conflicts of interest, page 8
2. In accordance with your comment we have added disclosure regarding the other activities of our president and Secretary and the amount of time they each will be devoting to the Company.
Because we will likely have fewer than three hundred shareholders of record, page10
3. Regarding this comment, we have added an additional information to two Risk Factors on page 10 clarifying reporting obligations under Section 15(d) and reconciling the two relating to whether we intend to file under Section 12(g).
Description of Business, page 18
4. We have substantially revised the Business section in accordance with your comments.
Exhibits
5. In accordance with your comment we have separated the promissory notes and amendments thereto into separate exhibits.
General
6. In response to your comment we have added a Risk Factor regarding “Shell Corporation” which includes prohibition to use Form S-8. After consultation with Staff we have also added disclosure on the Registration cover page relating to the Shell status of the Company. Furthermore, we have added Shell status information under “Shares Eligible For Future Sale”-Rule 144-page 38.
We believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as soon as possible should you have any further questions or comments.
Thank you for your cooperation and courtesies in this matter.
Very
truly yours,
Barnett
& Linn
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CORRESP
1
filename1.htm
BARNETT
& LINN
ATTORNEYS
AT LAW
23564
Calabasas Road, Suite 205 • Calabasas, CA 91302
www.barnettandlinn.com
WILLIAM
B. BARNETT
TELEPHONE:
818-436-6410
Attorney/Principal
FACSIMILE:
818-223-8303
wbarnett@wbarnettlaw.com
April
20, 2020
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street NE
Washington
D.C. 20549
Attn:
Danial
Morris, Attorney
Erin
Jaskot, Attorney
Patrick
Kuhn, Accountant
Bill
Thompson, Accountant
Re:
Carriage
House Event Center, Inc. (“Registrant” and/or “Company”)
Amendment
No. 2 to Registration Statement on Form S-1
Filed
on January 28, 2020
File
No. 333-236117
Gentlepersons:
The
Registrant hereby files its Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 1”). The Amendment
No. 1 has been revised in accordance with the Commission’s comment letter dated March 25, 2020 (“Comment Letter”).
To
assist the staff in its review of Registrant’s responses, we have provided a copy of Amendment No. 1 “marked to show
changes”, and our responses below correspond to each comment number in the Comment Letter.
Cover
Page
1.
In response to your comment, we have included disclosure regarding the stock ownership and voting power of our CEO and sole director
to the Cover Page, if only 50% of the offering is sold.
Our
president and secretary have conflicts of interest, page 8
2.
In accordance with your comment we have added disclosure regarding the other activities of our president and Secretary and the
amount of time they each will be devoting to the Company.
Because
we will likely have fewer than three hundred shareholders of record, page10
3.
Regarding this comment, we have added an additional information to two Risk Factors on page 10 clarifying reporting obligations
under Section 15(d) and reconciling the two relating to whether we intend to file under Section 12(g).
Description
of Business, page 18
4.
We have substantially revised the Business section in accordance with your comments.
Exhibits
5.
In accordance with your comment we have separated the promissory notes and amendments thereto into separate exhibits.
General
6.
In response to your comment we have added a Risk Factor regarding “Shell Corporation” which includes prohibition to
use Form S-8. After consultation with Staff we have also added disclosure on the Registration cover page relating to the Shell
status of the Company. Furthermore, we have added Shell status information under “Shares Eligible For Future Sale”-Rule
144-page 38.
We
believe that we have responded to all your comments fairly and reasonably. Please do not hesitate to contact the undersigned as
soon as possible should you have any further questions or comments.
Thank
you for your cooperation and courtesies in this matter.
Very
truly yours,
Barnett
& Linn
William
B. Barnett
WBB:
scc
cc/
Ms. Ray, President