United States securities and exchange commission logo
August 20, 2020
Sue Veres Royal
Cheif Executive Officer
BeBop Channel Corp.
90 State Street, Ste 700 Office 40
Albany, NY 12207
Re: BeBop Channel Corp.
Draft Offering
Statement on Form 1-A
Response submitted
August 11, 2020
CIK No. 0001814102
Dear Ms. Royal:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft offering statement or publicly filing your offering
statement on EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Response letter submitted on August 11, 2020
Auditor s Statement
1. Refer to our prior
comment 1. You are required to provide an audit report if certain
conditions are met and
Form 1-A does not give you an option to choose whether to
provide such report.
Please tell us whether
The audit was
obtained for purposes other than for filing Form 1-A;
The audit was
performed in accordance with either US GAAP auditing standards or
standards of the
PCAOB; and
The audit was
performed by an auditor that is independent pursuant to either the
independence
standards of the AICPA or Rule 2-01 of Regulation S-X.
If the answer to all of
the 3 bullets above are yes, provide an audit report that is signed
by a CPA or a CPA firm
and file its consent. Otherwise, label your financial statements as
unaudited.
Sue Veres Royal
BeBop Channel Corp.
August 20, 2020
Page 2
Financial Statements and Exhibits
2. Refer to our prior comment 9. Fiscal years may not exceed 12 months as
stated in
Section 1450.3 of our Financial Reporting Manual. Please revise your
financial
statements to present a fiscal year that does not exceed 12 months. In
addition, disclose
the earnings per share and diluted earnings per share as required
under the instruction to
Form 1-A.
Risk Relating to This Offering
3. We note your response and re-issue the comment. Please consider filing
the third party s
consent as an exhibit to the offering circular as required by Item
17(11) of Part II of Form
1-A, if applicable. For additional guidance, please also refer to
Securities Act Rules and
Disclosure Interpretation Question 233.02.
4. We note your response to comment 12 that you have "hundreds of
individual filmmakers
with identical agreements." Please file the relevant form of the
agreement. As previously
requested, please also file as exhibits an opinion of counsel, your
subscription agreement
and if you remain a Tier 1 offering, proof that your filing has been
qualified or registered
in at least one state or Canadian province. Refer to Part III of Form
1-A.
You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Jennifer L pez at 202-551-3792 with
any other
questions.
FirstName LastNameSue Veres Royal Sincerely,
Comapany NameBeBop Channel Corp.
Division of
Corporation Finance
August 20, 2020 Page 2 Office of Trade
& Services
FirstName LastName