United States securities and exchange commission logo
December 23, 2021
G. Reed Petersen
President
Entertainment Holdings, Inc.
3625 Cove Point Dr.
Salt Lake City, Utah 84109
Re: Entertainment
Holdings, Inc.
Amended
Registration Statement on Form 10-12g
Filed December 15,
2021
File No. 000-56317
Dear Mr. Petersen:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to
this comment, we may have additional comments.
Amended Registration Statement on Form 10 filed December 15, 2021
General
1. We note the revised
disclosures in response to prior comment 1, including the risk factor
on page 14. Please
revise the risk factor to remove the reference to the SEC changing its
position and instead
discuss the risk if the company did not have an available exemption
for the recent
unregistered sales and provide clear disclosure of the specific risks to the
company if the
exemptions were not available. Lastly, in the disclosure on page 25,
please revise to
clarify whether the Oklahoma corporation was incorporated for the
purpose of changing the
state of incorporation and clarify whether there were any
additional reasons for
the merger, such as whether the Oklahoma company had a separate
shareholder base, etc.
For guidance, please see Section 203.02 of our Compliance and
Disclosure
Interpretations (Securities Act Sections), which is available on our website.
G. Reed Petersen
FirstName LastNameG.
Entertainment Holdings,Reed
Inc. Petersen
Comapany23,
December NameEntertainment
2021 Holdings, Inc.
December
Page 2 23, 2021 Page 2
FirstName LastName
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.
You may contact William Demarest at 202-551-3432 or Robert Telewicz at
202-551-
3438 if you have questions regarding comments on the financial statements and
related
matters. Please contact Gregory Herbers at 202-551-8028 or Pam Howell at
202-551-3357 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of Real Estate
& Construction
cc: Jacob Heskett