December 27, 2017
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: | John Dana Brown | |
Re: | Sack Lunch Productions, Inc. | |
Amendment No. 2 to | ||
Offering Statement on Form 1-A | ||
Filed December 12, 2017 | ||
File No. 024-10726 |
Dear Mr. Brown:
The following responses of Sack Lunch Productions, Inc. (the “Company,” “we” or “us”) are being provided in response to your comment letter dated December 20, 2017, regarding the above-listed Offering Statement on Form 1-A for the Company. We have summarized the Staff’s comments in bold and italics followed by the Company’s response.
Part II
Offering Circular
Exhibits, page 95
1. We note your response to our prior comment 3 and reissue. Please file the TCA Agreement listed as Exhibit 6.7 in its entirety, including all exhibits and schedules that are identified in the index on page 90 of the agreement. In this regard, we are unable to locate Exhibit A, and Schedules 7.18(b), 7.33, 9.3 and 10.8.
We have re-filed the TCA Agreement in its entirety as Exhibit 6.7 of Amendment No. 3 to the Offering Statement on Form 1-A filed concurrently herewith. We have conducted an exhaustive review of our files and were able to find Exhibit A to the TCA Agreement in another file. However, we have confirmed that Schedules 7.18(b), 7.33, 9.3 and 10.8, though referenced in the TCA Agreement, were not prepared for the TCA Agreement and simply do not exist. The likely explanation is there was nothing to report on these Schedules. Please also note that all of these Exhibits and Schedules are immaterial to the overall agreement.
United States Securities and Exchange Commission
Division of Corporation Finance
December 26, 2017
Page 2 of 2
Signatures
4. We note that your Form 1-A no longer includes the required signatures. Please revise to include the signatures required by Form 1-A.
The signatures were unintentionally omitted. Amendment No. 3 to the Offering Statement on Form 1-A, filed concurrently herewith, includes the required signatures.
Thank you for your time and attention to this matter. Should you have any questions, please contact our counsel, Brian Lebrecht, at (801) 433-2453.
Very truly yours, | |
/s/ Richard Surber | |
Richard Surber | |
Chief Executive Officer |