April 25, 2018
Gordon Scott Venters
Chief Executive Officer
The Movie Studio, Inc.
800 Silks Run, Suite 1330
Hallandale Beach, FL 33009
Re: The Movie Studio, Inc.
Amendment No. 3 to
Offering Statement on Form 1-A
Filed April 12, 2018
File No. 024-10807
Dear Mr. Venters:
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 March 30,
2018 letter.
Form 1-A /A filed on April 12, 2018
General
1. We note your response to our prior comment 1 and reissue the comment.
Please provide
us a legal and factual analysis specifically addressing whether you
properly suspended
your Section 15(d) reporting obligation, regardless of your
deregistration pursuant to
Section 12(g). Your Form 15 filed on December 20, 2017 cites reliance on
Rule 12h-3 to
suspend your Section 15(d) reporting obligation. We note that Rule
12h-3(a) has
requirements related to a registrant being current in its reporting, and
the last periodic
Gordon Scott Venters
FirstName LastNameGordon Scott Venters
The Movie Studio, Inc.
Comapany NameThe Movie Studio, Inc.
April 25, 2018
June 16, 2017 Page 2
Page 2
FirstName LastName
report you filed was the 10-K for the fiscal year ended October 31,
2014. If applicable
you may consider whether your Section 15(d) reporting obligation was
automatically
suspended by action of Section 15(d) of the Exchange Act which states
in part that "[t]he
duty to file under this subsection shall also be automatically
suspended as to any
fiscal year, other than the fiscal year within which such registration
statement became
effective, if, at the beginning of such fiscal year, the securities of
each class, other than
any class of asset-backed securities, to which the registration
statement relates are held of
record by less than 300 persons."
Subsidiary Statement of Financial Positions, page F-6
2. We note your response to our prior comment 5. Please clarify for us in
further detail how
this statement relates to The Movie Studio, Inc's Consolidated Balance
Sheet. In your
response you state that this is consolidated together with the parent
company. Please
further clarify this as the total assets per Subsidiary Statement of
Financial Positions on
page F-6 are $2,158,091 and this amount of total assets is greater
than the amount of total
assets per the Consolidated Balance Sheet of The Movie Studio Inc's on
page F-3
of $1,011,756.
Accountant's Compilation and Review Report, page F-14
3. We note your response to our prior comment 7. However, it does not
appear that you
have addressed our comment. Accordingly we are re issuing our comment
in its entirety.
We note your auditor's compilation and review report on page F-13
related to your interim
financial statements for the period ended January 31, 2018. In that
regard, we note that
auditors are required to comply with either the independence rules
issued by the SEC or
by the AICPA. Please have your auditor explain to us in detail how his
compilation of
your financial statements did not impair his independence. Please have
your auditor tell
us in detail which independence rules he complied with and how he
determined he was in
compliance.
Index to Consolidated Financial Statements
Consolidated Statements of Operations, page F-16
4. Please revise to provide consolidated statements of operations for the
prior
corresponding three month period ended January 31, 2017. Similarly,
revise statements of
cash flows for the same prior corresponding period on page F-17. Refer
to Form 1-A Part
F/S (b)(4).
Gordon Scott Venters
The Movie Studio, Inc.
April 25, 2018
Page 3
You may contact Aamira Chaudhry at 202-551-3389 or Andrew Mew at
202-551-3377 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameGordon Scott Venters
Comapany NameThe Movie Studio, Inc.
Division of
Corporation Finance
June 16, 2017 Page 3 Office of
Transportation and Leisure
FirstName LastName