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SEC Comment Letter 0000000000-23-001142 to OneDoor Studios Entertainment Properties LLC (CIK 0001914244)

OneDoor Studios Entertainment Properties LLC (CIK 0001914244)
Date: Feb. 3, 2023 · CIK: 0001914244 · Accession: 0000000000-23-001142

AI Filing Summary & Sentiment

File numbers found in text: 024-11836

Date
February 3, 2023
Author
Not clearly detected
Form
UPLOAD
Company
OneDoor Studios Entertainment Properties LLC (CIK 0001914244)

Letter

United States securities and exchange commission logo February 3, 2023 Jason Brents Chief Operating Officer OneDoor Studios Entertainment Properties LLC 4320 Modoc Road, Suite F Santa Barbara, CA 93110 Re:OneDoor Studios Entertainment Properties LLC Offering Statement on Form 1-A Post-qualification Amendment No. 2 Filed January 18, 2023 File No. 024-11836 Dear Jason Brents: 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 on Form 1-A POS Filed 1/18/2023 General 1.We note your response to comment 5. However, based on your website it appears that 598 people have invested in the Calculated Sequels offering for a total of $943,061. You also state in your response that once the Offering Statement is qualified, you will provide the revised Offering Circular and reconfirm any subscriptions. Please note that such an approach is not permitted under Exchange Act 10b-9. See the Tucson Hotel Associates no-action letter (Apr. 11, 1985) issued by the Division of Market Regulation (stating “It is the position of the Division of Market Regulation that under Rule 10b-9 an issuer that reduces the specified minimum number of units to be sold in an offering must return all funds to the subscribers. We believe that a reconfirmation procedure is inappropriate in this context.”). Please revise your disclosure to reflect the fact that the elimination of the minimum offering amount will result in the termination of the offering and that the initiation of a new offering of interests can occur only after investor funds have been returned and in connection with the qualification of this post-qualification amendment.

FirstName LastNameJason Brents Comapany NameOneDoor Studios Entertainment Properties LLC February 3, 2023 Page 2 FirstName LastName Jason Brents OneDoor Studios Entertainment Properties LLC February 3, 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. You may contact Rucha Pandit at (202) 551-6022 or Erin Jaskot at (202) 551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Heidi Mortensen

Show Raw Text
United States securities and exchange commission logo
February 3, 2023
Jason Brents
Chief Operating Officer
OneDoor Studios Entertainment Properties LLC
4320 Modoc Road, Suite F
Santa Barbara, CA 93110
Re:OneDoor Studios Entertainment Properties LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 2
Filed January 18, 2023
File No. 024-11836
Dear Jason Brents:
            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 on Form 1-A POS Filed 1/18/2023
General
1.We note your response to comment 5. However, based on your website it appears that 598
people have invested in the Calculated Sequels offering for a total of $943,061.  You also
state in your response that once the Offering Statement is qualified, you will provide the
revised Offering Circular and reconfirm any subscriptions.  Please note that such an
approach is not permitted under Exchange Act 10b-9. See the Tucson Hotel Associates
no-action letter (Apr. 11, 1985) issued by the Division of Market Regulation (stating “It is
the position of the Division of Market Regulation that under Rule 10b-9 an issuer that
reduces the specified minimum number of units to be sold in an offering must return all
funds to the subscribers. We believe that a reconfirmation procedure is inappropriate in
this context.”). Please revise your disclosure to reflect the fact that the elimination of the
minimum offering amount will result in the termination of the offering and that the
initiation of a new offering of interests can occur only after investor funds have been
returned and in connection with the qualification of this post-qualification amendment.

 FirstName LastNameJason Brents
 Comapany NameOneDoor Studios Entertainment Properties LLC
 February 3, 2023 Page 2
 FirstName LastName
Jason Brents
OneDoor Studios Entertainment Properties LLC
February 3, 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.
            You may contact Rucha Pandit at (202) 551-6022 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Heidi Mortensen