SEC Comment Letter 0000000000-22-013105 to Helio Corp /FL/ (HLEO)
Helio Corp /FL/
Date: Dec. 6, 2022 · CIK: 0001953988 · Accession: 0000000000-22-013105
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File numbers found in text: 024-12064
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United States securities and exchange commission logo
December 6, 2022
James Byrd
Chief Executive Officer
Stirling Bridge Group, Inc
37 N. Orange Ave.
Suite 500
Orlando, FL 32801
Re:Stirling Bridge Group Inc
Amendment No. 1 to Offering Statement on Form 1-A
Filed November 30, 2022
File No. 024-12064
Dear James Byrd:
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 November 29, 2022 letter.
Amended Offering Statement filed November 30, 2022
Cover Page
1.Please refer to your response to comment 1. Please revise the offering circular cover page
to include all the information required by Item 1 to Part II to Form 1-A, including but not
limited to:
•A cross-reference to the risk factors section, including the page number, in a
prominent type or other manner;
•A cross-reference to the section disclosing the information required by Item 14 of
Part II to Form 1-A;
FirstName LastNameJames Byrd
Comapany NameStirling Bridge Group, Inc
December 6, 2022 Page 2
FirstName LastName
James Byrd
Stirling Bridge Group, Inc
December 6, 2022
Page 2
•In Part I of your filing you indicate that you are conducting a “best efforts” offering.
Please revise your cover page to include the information required by the second chart
of Item 1(e) of Part II to Form 1-A; and
•Revise the first bolded legend to comply with section (a)(3) of Part II to Form 1-A.
Please contact Robert Arzonetti at 202-551-8819 or J. Nolan McWilliams, Acting Legal
Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance