United States securities and exchange commission logo
December 15, 2020
Randall Boe
Chief Executive Officer
Barrier Homes Inc
802 22nd Ave S.
Moorhead, MN 56560
Re: Barrier Homes Inc
Offering Statement
on Form 1-A
Filed December 4,
2020
File No. 024-11379
Dear Mr. Boe:
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 December 4, 2020
General
1. We note that you intend
to use Portal Exchange to conduct your offering. Please revise
your disclosure to
clearly discuss Portal Exchange's role in the offering. For example,
if Portal Exchange is
acting as an underwriter or placement agent, please identify them as
such. In this regard,
please file your agreement with Portal Exchange as an exhibit.
2. We note that you
checked the box in Item 3 of Part I of Form 1-A indicating that bad actor
disclosure is provided
in Part II. We cannot locate the bad actor disclosure in Part II.
Please revise or
advise.
3. Please revise your
cover page to include the legend required by Rule 254(a).
Randall Boe
FirstName LastNameRandall Boe
Barrier Homes Inc
Comapany15,
December NameBarrier
2020 Homes Inc
December
Page 2 15, 2020 Page 2
FirstName LastName
Item 6. Use of Proceeds to Issuer, page 21
4. Please discuss your plans if substantially less than the maximum
proceeds are obtained.
In this regard, please include a table illustrating your planned use
of proceeds if 25%,
50%, 75% and 100% of the offering is sold. Refer to Item 6 of Part II
of Form 1-A and
Instruction 3.
Item 9. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Operating Results, page 30
5. We note that you discuss operating results for the interim period
ending September 30,
2020. Please revise your disclosure to discuss operating results for
the periods consistent
with your statements of operations provided, including the
corresponding interim period
of the preceding fiscal year. Refer to Instruction to Item 9(a) of
Form 1-A.
Item 15. Financial Statements, page 39
6. Please revise your financial statements in your next amendment to
address the following:
Revise your balance sheets to further break out any material
components of your total
assets and liabilities;
Revise your statements of cash flows to report all cash effects
during the respective
periods resulting from your operating, investing and financing
activities pursuant to
the FASB Accounting Standards Codification 230-10-45; and
Provide statements of operations, cash flows and stockholder s
equity for the
corresponding interim period of the preceding fiscal year pursuant
to paragraph
(b)(5)(i) of Part F/S of Form 1-A.
Exhibits
7. Please file as an exhibit a form of your bonds being offered. Refer to
Item 17.3 of Part II
of Form 1-A.
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. 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.
Randall Boe
Barrier Homes Inc
December 15, 2020
Page 3
You may contact Isaac Esquivel at 202-551-3395 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.
FirstName LastNameRandall Boe Sincerely,
Comapany NameBarrier Homes Inc
Division of Corporation
Finance
December 15, 2020 Page 3 Office of Real Estate &
Construction
FirstName LastName