April 2, 2020
Alessandro Napoleone
President
Blue State Corp.
1 KL to Walmart Heredia, House 24a
San Jose, Costa Rica
Re: Blue State Corp.
Registration Statement on Form S-1
Filed March 11, 2020
File No. 333-237085
Dear Mr. Napoleone:
We have reviewed your 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.
Registration Statement on Form S-1 filed March 11, 2020
General
1. We note you refer to "OTC Market" throughout the registration statement
and you
disclose on page 27 that you anticipate applying for trading on the OTC
Market upon
effectiveness of the registration statement. Please note that OTC
Markets Group Inc.
operates OTC Link which organizes securities into three marketplaces:
OTCQX, OTCQB,
and Pink. Please note that the OTCQX and OTCQB marketplaces are
considered existing
markets for purposes of secondary at the market offerings, but that
accommodation has
not been extended to Pink. Please revise disclosures throughout the
registration statement,
including the prospectus cover page, to: (1) specify on which of the
three marketplaces of
OTC Link you anticipate applying for quotation of the securities being
registered under
this registration statement; and (2) disclose when you anticipate
applying for quotation.
Alessandro Napoleone
FirstName Corp.
Blue State LastNameAlessandro Napoleone
Comapany NameBlue State Corp.
April 2, 2020
April 2 2020 Page 2
Page 2,
FirstName LastName
2. Because you are a shell company, any selling shareholders reselling
their shares in a
registered offering are considered underwriters. Please refer to SEC
Release 33-8869
(2007). That release makes clear that Rule 144 is not available for
the resale of securities
initially issued by shell companies. This is because shareholders who
receive shares from
a shell company are considered underwriters with respect to their
resales until the
company is no longer a shell company and adequate information (Form 10
information)
has been available to the market for a period of 12 months. Until the
company satisfies
these conditions, the selling shareholders will be deemed to be
underwriters whose sales
are designed to create a market in the company's securities.
Accordingly, please revise
your prospectus as follows:
Please revise your disclosure to state that the selling shareholders
must offer and sell
their shares for a fixed price for the duration of the offering
and disclose the price at
which the selling shareholders will offer their shares. In this
regard, please revise
throughout the prospectus to remove any and all indications that
selling shareholders
have the ability to sell their shares at market prices. Please
note that the shares must
be offered at a fixed price because the company is not eligible
to make an at-the-
market offering under Rule 415(a)(4) as it does not meet the
requirements of Rule
415(a)(1)(x).
Please revise your disclosure to identify your selling shareholders
as underwriters on
the prospectus cover page.
Government Approvals, page 22
3. Please tell us the basis for your statement in this section that you
"do not expect that there
will be any governmental regulations to comply with in running [y]our
business,"
including whether your expectation addresses governmental regulations
in running your
business in Nevada. In this regard, ensure that you include in this
section the disclosure
required by Item 101(h)(4)(viii) and (ix) of Regulation S-K and
include in the Risk
Factors section material risks concerning governmental regulations
applicable to your
business.
Consolidated Financial Statements
Table of Contents, page F-1
4. Please update your interim financial statements through December 31,
2019. Refer to
Rule 8-08 of Regulation S-X.
Alessandro Napoleone
FirstName Corp.
Blue State LastNameAlessandro Napoleone
Comapany NameBlue State Corp.
April 2, 2020
Page 2,
April 3 2020 Page 3
FirstName LastName
Report of Independent Registered Public Accounting Firm, page F-2
5. Please have you auditor revise its report to correctly opine on the
financial position of the
company as of June 30, 2019 and 2018, and the results of its
operations and its cash flows
for the year ended June 30, 2019 and for the period from June 11, 2018
(inception) to
June 30, 2018. Otherwise, please advise us.
Note 2 - Significant and Critical Accounting Policies and Practices
l) Recent Accounting Pronouncements, page F-9
6. We note your disclosure that you continue to evaluate the impact of
adopting ASUs that
you indicate were effective in 2017 and 2018. Please revise to
correctly identify the
accounting pronouncements you have adopted and to disclose the impact
of the adoption
on your financial statements. Refer to SAB Topic 11-M. This comment
also applies to
your interim financial statements.
7. As a related matter, revise the filing to consistently disclose the
correct date on which you
adopted ASU 2014-09, Revenue from Contracts with Customers (Topic
606).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Martin James,
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the
financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Randall Lanham