SEC Comment Letter 0000000000-23-002996 to American Stories Entertainment Inc. (CIK 0001840495)
American Stories Entertainment Inc. (CIK 0001840495)
Date: March 24, 2023 · CIK: 0001840495 · Accession: 0000000000-23-002996
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File numbers found in text: 024-12104
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United States securities and exchange commission logo
March 24, 2023
Robert Cefail
President
American Stories Entertainment Inc.
1449 Wetherington Way
Palm Harbor, FL 34683
Re:American Stories Entertainment Inc.
Offering Statement on Form 1-A
Post-qualification Amendment No. 1
Filed March 7, 2023
File No. 024-12104
Dear Robert Cefail:
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our 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 comment, we may have additional comments.
Post-qualification Amendment No. 1
Summary, page 1
1.We note your disclosure that you have a bonus structure for your offering such that
“[e]ach of the first 400,000 shares purchased will be matched with a bonus share” and
“[e]very two of the second 400,000 shares purchased will be matched with a bonus
share.” Therefore, it appears that you are offering bonus securities to encourage early
investment. In this regard, the offering of all securities will not be commenced within two
calendar days following the qualification date of your filing, and therefore, this is a
delayed offering, which is not permitted by Regulation A. See Rule 251(d)(3). Please
amend your disclosure to remove this incentive from your filing, or revise your bonus
share structure so that it does not constitute a delayed offering. As a related matter, it is
unclear whether you are seeking to qualify the bonus shares. If you revise your bonus
share structure to comply with Rule 251(d)(3), please also amend your offering circular to
include the bonus shares in the number of securities offered, as well as include the value
of the bonus shares when calculating the aggregate offering price.
FirstName LastNameRobert Cefail
Comapany NameAmerican Stories Entertainment Inc.
March 24, 2023 Page 2
FirstName LastName
Robert Cefail
American Stories Entertainment Inc.
March 24, 2023
Page 2
We will consider qualifying your offering statement at your request. 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 Rucha Pandit at (202) 551-6022 or Erin Jaskot at (202) 551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Peter Wilke