March 25, 2020
A. Terry Ray
Chief Executive Officer
Carriage House Event Center, Inc.
6521 Ocaso Drive
Castle Pines, Colorado, 80108
Re: Carriage House Event Center, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 13, 2020
File No. 333-236117
Dear Ms. Ray:
We have reviewed your amended registration 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 registration 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 registration 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 February 24,
2020 letter.
Amendment No. 1 to Registraton Statement on Form S-1
Cover Page
1. We note your response to prior comment 1. Please revise the cover page
to disclose how
the share ownership and voting power of your chief executive officer and
sole director
will change if less than 100% of the offered shares are sold.
Our president and secretary have conflicts of interest, page 8
2. We note your response to prior comment 3 and re-issue the comment in
part. Please
revise this risk factor to discuss the other activities of your
president and secretary. Your
revised disclosure should describe the nature your executive officers'
other actitives and
the amount of time each individual devotes to the company each week.
A. Terry Ray
Carriage House Event Center, Inc.
March 25, 2020
Page 2
Because we will likely have fewer than three hundred shareholders of record,
page 10
3. Please reconcile this risk factor and the immediately preceding risk
factor to clarify
whether you intend to register your securities under Section 12. In
addition, please clarify
that your reporting obligation under Section 15(d) will suspend
automatically if you have
fewer than 300 shareholders and that such suspension does not require
action by the
company as may be inferred from your statement that you will "likely"
be able to
terminate your reporting obligations.
Description of Busines, page 18
4. We note your response to prior comment 10 and re-issue in part. Please
describe in
greater detail the specific challenges (including, but not limited to,
funding) related to
construction of the event center. For example, please expand your
discussion of the
process for, and associated costs related to, regulatory permitting,
site identification,
personnel acquisition, and third party vendor selection. In addition,
please disclose when
you expect to start and complete each stage of your project.
Exhibits
5. Please file your promissory note agreements under separate exhibit
numbers.
General
6. We note your response to prior comment 15 where you state that you are
not a shell
company because you have conducted various research activities since
2010. Given the
nature of your activities, we are unable to agree, without further
analysis, that you are not
a shell company as defined in Rule 405 under the Securities Act of 1933.
It appears that
you have no or nominal operations and assets consisting solely of cash
or cash
equivalents. Revise your disclosure on the cover page to state that you
are a shell
company and add a risk factor that highlights the consequences of your
shell company
status. Discuss the prohibition on the use of Form S-8 by shell
companies, enhanced
reporting requirements imposed on shell companies, and the conditions
that must be
FirstName LastNameA. Terry Ray
satisfied before restricted and control securities may be resold in
reliance on Rule 144.
Comapany NameCarriagepotential impact on your ability to attract additional
capital through
Also, describe the House Event Center, Inc.
March subsequent unregistered offerings.
25, 2020 Page 2
FirstName LastName
A. Terry Ray
FirstName LastNameA. Terry Inc.
Carriage House Event Center, Ray
Comapany2020
March 25, NameCarriage House Event Center, Inc.
Page 3
March 25, 2020 Page 3
FirstName LastName
You may contact Patrick Kuhn at (202) 551-3308 or Bill Thompson at (202)
551-3344 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Erin Jaskot at (202) 551-3442 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: William B. Barnett, Esq.