January 27, 2020
Sky Conway
Chief Executive Officer
Atomic Studios, Inc.
1140 Highland Ave #222
Manhattan Beach, CA 90266
Re: Atomic Studios, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed January 14, 2020
File No. 024-11119
Dear Mr. Conway:
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 December 17,
2019 letter.
Form 1-A Amended as of January 14, 2020
Description of Business, page 35
1. We note your statement that: "Ad supported videos are projected to
surpass $43B in
revenue this year." Since your company is a start-up with negligible
revenues to date, this
statement could be misleading. Please remove.
Atomic Fan Club Membership, page 39
2. We note your response to prior comment 11. We also note that you indicate
"tokens
holders" will be able to use their tokens as part of their fan club
membership. Please
revise to discuss how tokens will be issued, if they will utilize
blockchain technology, and
whether they will have any monetary value or be transferable between
parties.
Sky Conway
FirstName LastNameSky Conway
Atomic Studios, Inc.
Comapany NameAtomic Studios, Inc.
January 27, 2020
Page 2
January 27, 2020 Page 2
FirstName LastName
Management's And Analysis of Financial Condition and Results of Operations
Forward Looking Statements, page 42
3. Since your common stock is considered a penny stock, reliance upon the
safe harbor
provided by the Private Securities Litigation Reform Act of 1995 is
not available. Please
remove.
The Team, page 46
4. We note your response to prior comment 6. Please revise to provide the
material terms of
the consulting agreements.
1-A: Item 4. Summary Information Regarding the Offering and Other Current or
Proposed
Offerings Experts
Experts, page 56
5. We reiterate our prior comment 9. Please amend your filing to include
the audit report of
Dennis, Duncan & Covington LLP dated October 25, 2019, with respect to
your financial
statements as of August 31, 2019 as referenced in its consent in
Exhibit 11.2. Further
refer to Instruction (c)(1)(ii) of Part F/S of the Form 1-A.
Notes to Financial Statements, page 64
6. Please clarify your reference to receiving working capital from a
"parent company."
Part III- Exhibits
Exhibit 11.2, page III-1
7. We note the consent of Dennis Duncan & Covington LLP is dated December
20, 2019. In
your next amendment, please include a currently dated auditor's
consent as an updated
Exhibit to your Form 1-A.
General
8. We note your response to prior comment 12. Please revise to discuss
whether the
company owns or licenses the productions listed throughout the
offering statement. In
that regard, we note that the company has nominal assets and license
expenses and it is
unclear how the company acquired its current library of content as
identified in the
Programming Line Up section on page 37. In addition, provide the
material terms
any purchase or license agreements.
9. Please revise to tell us what, if any, copyright interests or
agreements you have related to
the Star Trek franchise. In that regard we note that CBS and Paramount
Pictures have
released guidelines regarding the production and distribution of Star
Trek fan films that
significantly restrict the commercialization of such productions.
Please revise throughout
to address potential copyright concerns and how you intend to comply
with the guidelines
Sky Conway
Atomic Studios, Inc.
January 27, 2020
Page 3
for fan films released by CBS and Paramount Pictures and the impact it
will have on your
business. See Star Trek Fan Films, Guidelines for Avoiding Objections at
http://https://www.startrek.com/fan-films
Signatures, page III-2
10. We note that Mr. Sky Conway has signed in capacities as "Principal
Financial Officer and
Principal Accounting Officer" in lieu of Mr. Frank Zanca who you named
as your Chief
Financial Officer on page 45. If a signature is by a person on behalf of
any other person,
evidence of authority to sign must be filed with the offering statement.
Refer to
Instruction 1 to the Signatures page.
You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameSky Conway
Division of
Corporation Finance
Comapany NameAtomic Studios, Inc.
Office of
Technology
January 27, 2020 Page 3
cc: Jon E. Lux, Esq.
FirstName LastName