United States securities and exchange commission logo
May 23, 2022
Craig A. Huffman
Chief Executive Officer and Chief Financial Officer
Treasure & Shipwreck Recovery, Inc.
13046 Racetrack Road, #234
Tampa, FL 33626
Re: Treasure &
Shipwreck Recovery, Inc.
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 1
Filed April 29,
2022
File No. 024-11781
Dear Mr. Huffman:
We have reviewed your amendment 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.
Post-qualification Amendment No. 1 to Form 1-A Filed April 29, 2022
Cover Page
1. Please revise to
clarify the maximum offering amount and maximum number of shares to
be offered. We note
that such numbers should not be expressed as a range. Please refer to
Rule 253(b)(4) of
Regulation A. We also note that your current disclosure indicates a
maximum of 100 million
shares at a maximum of $0.06 per share, which would equal a
maximum offering amount
of $6 million, not $4 million as you indicate. The addition of
the warrants further
increases the maximum offering amount. Please revise your offering
circular to clarify
these issues and make the corresponding changes to Part I as well.
Please also refer to
Rule 253(b)(2)(ii) of Regulation A.
Craig A. Huffman
FirstName
Treasure &LastNameCraig A. Huffman
Shipwreck Recovery, Inc.
Comapany
May NameTreasure & Shipwreck Recovery, Inc.
23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
Exhibit Index, page 58
2. We note that the Consent of Independent Registered Public Accounting
Firm, filed as
Exhibit 11.1, consents to the incorporation by reference of your
report dated August 13,
2021, with respect to the company's audited financial statements as of
April 30, 2021 and
2020. However, we also note that this post-qualification amendment
includes audited
financial statements for the year ended April 30, 2019, but does not
included the
corresponding auditor consent. Please revise to file the auditor's
consent for each set of
audited financial statements. In addition, please revise the filing to
include an audit
opinion for each set of audited financial statements.
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.
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202)
551-3222 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Milan Saha