SEC Comment Letter 0000000000-23-007597 to TV Channels Network Inc. (TVCN)
TV Channels Network Inc.
Date: July 17, 2023 · CIK: 0001952670 · Accession: 0000000000-23-007597
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File numbers found in text: 024-12290
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United States securities and exchange commission logo
July 17, 2023
Darryl Payne
Chief Executive Officer
TV Channels Network Inc.
7582 Las Vegas Blvd South
Las Vegas, NV 89123
Re:TV Channels Network Inc.
Offering Circular on Form 1-A
Filed June 27, 2023
File No. 024-12290
Dear Darryl Payne:
We have reviewed your 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.
Offering Circular on Form 1-A submitted June 27, 2023
Plan of Distribution, page 14
1.We note that you refer to the securities to be offered as restricted securities. However, this
offering circular relates to an exemption under Regulation A. Please advise. Refer to
Section 3(b) to of the Securities Act of 1933 for additional guidance.
Exhibits
2.Please file a legality opinion covering the shares being offered as an exhibit to the offering
statement. See Part III, Item 17(12) of Form 1-A.
3.Please file the consent of your independent auditor as an exhibit. See Part III, Item 17(11)
of Form 1-A.
FirstName LastNameDarryl Payne
Comapany NameTV Channels Network Inc.
July 17, 2023 Page 2
FirstName LastName
Darryl Payne
TV Channels Network Inc.
July 17, 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. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
Please contact Austin Pattan, Staff Attorney, at (202) 55106756 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Jacob Heskett