United States securities and exchange commission logo
August 25, 2020
Jeff Brand
President
My Palace Portal, Inc.
2201 Long Prairie Road, Suite 107-173
Flower Mound, TX 75022
Re: My Palace Portal,
Inc.
Offering Statement
on Form 1-A
Filed August 3,
2020
File No. 024-11285
Dear Mr. Brand:
We have reviewed your 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.
Form 1-A filed August 3, 2020
Summary, page 4
1. Please disclose in the
summary that the company has not generated revenues, has incurred
expenses of $112,533
from inception to May 31, 2020, has been primarily involved
in organizing the
company and funding the cost of this offering, and there is uncertainty
about the company s
ability to continue as a going concern. Please also clarify, if true,
that the company does
not yet have a functional website and/or marketable program.
Risk Factors, page 7
2. Please include a risk
factor that Mr. Brand will continue to have substantial control and
voting power after this
offering. In this regard, we note that Mr. Brand is expected to hold
approximately 99.3% of
the outstanding voting control after this offering.
Jeff Brand
FirstName
My Palace LastNameJeff
Portal, Inc. Brand
Comapany
August 25, NameMy
2020 Palace Portal, Inc.
August
Page 2 25, 2020 Page 2
FirstName LastName
3. Please include risk factor disclosure to address the lack of a market
for any of your shares
of stock.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 18
4. Please disclose the minimum funding required to remain in business for
at least the next
12 months, as well as the minimum number of months that you will be
able to conduct
your planned operations using currently available capital resources.
Also, please reconcile
your statements here to those in footnote 8 of the audited financial
statements. In this
regard, we note that on page 18 you disclose that there are no
agreements with third
parties to obtain funds yet in footnote 8 you disclose that you have a
commitment from the
current sole Class A shareholder to fund operating expenses for the
next 12 months with
additional shareholder loans should the offering not provide adequate
funds. Please tell us
whether this commitment from the Class A shareholder is a formal
agreement.
Compensation of Directors and Officers, page 20
5. You disclose that you intend to use $200,000 of the net proceeds for
executive
compensation. We note that you do not have any employment agreements.
Please
identify the person(s) who will receive this executive compensation.
Exhibits
6. It is unclear why you have included the auditor's management letter as
Exhibit 11.1.
Please remove this exhibit or explain why it was included.
7. We note you have included your audited financial statements as Exhibit
15.1. Please
revise to include the financial statements within the Offering
Circular, as required by Part
F/S(a)(1) of the Form 1-A.
8. Please revise the audited balance sheet in Exhibit 15.1 to reflect the
dollar amount of the
note payable to shareholder.
General
9. We note that your Governing Law provision in Section 6 of your
Subscription Agreement
identifies a state or federal court located within the State of Texas
as the exclusive forum
for all disputes arising from this agreement. Please describe this
provision in the offering
circular, including any risks or other impacts on investors, and
disclose whether this
provision applies to actions arising under the Securities Act or
Exchange Act. Please note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or the rules and
regulations thereunder, and that Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. If the
Jeff Brand
My Palace Portal, Inc.
August 25, 2020
Page 3
provision applies to Securities Act claims, please also state that there
is uncertainty as to
whether a court would enforce such provision, and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please also
ensure that the governing law provision in the subscription agreement
states this clearly.
10. Please include a section that discloses your related party transactions,
including your
acquisition of intellectual property from your Chief Executive Officer.
See Item 13 of
Form 1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with
any other questions.
Sincerely,
FirstName LastNameJeff Brand
Division of
Corporation Finance
Comapany NameMy Palace Portal, Inc.
Office of
Technology
August 25, 2020 Page 3
cc: Cass Keramidas
FirstName LastName