CLStv CORP.
2081 Fontainbleau Drive
Conyers, GA 30094
October 8, 2021
Division of Corporate Finance
United States Securities and Exchange Commission
Washington, DC 20549
Attn: Scott Anderegg and Katherine Bagley
Re: Request for Qualification
Offering Statement on Form 1-A
Amendment No. 2
Filed October 7, 2021
File No. 024- 11522
Ladies and Gentlemen:
On behalf of CLStv Corp., I hereby request qualification of the above referenced Offering Statement at 9:30 Eastern Time on October 15, 2021, or as soon thereafter as practicable.
By letter dated May 20, 2021, I was advised by your office that the staff had no comments on the original filing. By Amendment No. 1, we have removed the features noted in the letter that were required to proceed with a qualification – these were a reverse stock split and adjustment of the offering price; and we updated our financial statements. Further, we increased the aggregate offering to $25,000,000 in the mistaken belief the Tier I Reg. A limit had been increased to that amount. By letter dated October 4, 2021, the staff advised the Tier I Reg. A limit is and remains $20,000,000 and requested amendments to the subscription agreement and opinion re: legality. I believe Amendment No. 2 appropriately addressed the staff’s comments.
Our counsel, Jackson L. Morris, was advised by telephone on October 1, 2021 that the Division of Securities, State of Colorado is prepared to register our offering by coordination upon notice that it has been qualified by the Commission. You may confirm this by calling Mr. Derrick O’Neal at (303) 894-2320 or email to derrick.o’neal@state.us.co, reference Colorado Division of Securities File Number 2022-90-750
Please orally confirm the qualification of the Statement by contacting our attorney, Jackson L. Morris at 813-892-5969.
Very truly yours,
/s/ Darryl M. Sanders
Darryl M. Sanders
Chief Executive Officer