Hateley & Hampton
attorneys & counselors at law
201 santa monica boulevard
suite 300
santa monica, California 90401-2224
Telephone (310) 576-4758
Facsimile (310) 388-5899
Email: dhateley@hateleyhampton.com
July 12, 2011
Ms. Sonia Bednarowski
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, DC 20549
Re: Thunderclap Entertainment, Inc.
Response to Comment letter dated May 19, 2011
Registration Statement on Form S-1/A
File No. 333-172658
Filed: March 7, 2011
Dear Ms. Bednarowski:
Enclosed is the Pre-Effective Amendment No. 2 to the above Registration Statement. The changes are made in response to the Amendment No. 1 to the Registration Statement and to make appropriate updates. The paragraph numbers below correspond to the numbered comments in your comment letter dated May 19, 2011.
Prospectus Summary, page 7
1. Page 8: Deleted “6” and inserted “12” so the sentence now states “…our operations for the next 12 months….”
Plan of Distribution, page 25
2. Page 23: Added “other” before “Selling Shareholders” and changed “Selling Shareholders” to “Selling Security Holders” and deleted “…, including Mark Salter…” so the sentence now states “Each of the other Selling Security Holders may be deemed to be an underwriter in this offering.”
Page 25: Added the sentence “Mark Salter, who is a Selling Security Holder, is an underwriter.” Added “other” before “Selling Shareholder” and changed “Selling Shareholder” to “Selling Security Holder” and deleted “…, including Mark Salter who is an underwriter,…”
The last two sentences of paragraph 3 now states: “Mark Salter, who is a Selling Shareholder, is an underwriter. Each of the other Selling Security Holders may be deemed to be an underwriter in this offering.”
Directors, Executive Officers, Promoters and Control Persons, page 42
3.Page 43:Possible Potential Conflicts -paragraph 4, first sentence: Inserted the word “orally” before “…agreed…” so the sentence now states: “In an effort to resolve such potential conflicts of interest, our officers and sole director have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.”
Page46: Conformed the same sentence in paragraph 5 under Certain Relationships and Related Transactions.
Exhibit 5.1
4.Exhibit 5.1a: Revised so the last sentence speaks as of the date of effectiveness.
Exhibit 23.1
5. Exhibit 23.1a: Provided a currently dated consent from the Company’s independent public accountants.
Other
6. Financials have been updated to include the interim period from January 1, 2011 through March 31, 2011.
We have made some conforming and minor corrections as set forth in the “redline” version. We believe the foregoing changes have adequately addressed the SEC’s comments. If you have any question or require anything further, please feel free to call me at 310-576-4758.
Sincerely yours,
HATELEY & HAMPTON,
Donald P. Hateley, Esq., CPA
cc: Gary L. Blum, Chairman
Michael F. Matondi, III, President