SEC – ‘UPLOAD’ from 5/21/20 re: Blue State Corp. – ‘TEXT-EXTRACT’

On:  Thursday, 5/21/20, at 10:11am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-20-4536

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     9K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

May 21, 2020      

Alessandro Napoleone                                              
President                                                         
Blue State Corp.                                                  
1 KL to Walmart Heredia, House 24a                                
San Jose, Costa Rica                                              

                                                    Re: Blue State Corp.
                                                          Amendment No. 1 to
Registration Statement on Form S-1                                              
                                                          Filed May 12, 2020
                                                           File No. 333-237085

Dear Mr. Napoleone:                                               

           We have reviewed your amended registration 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 registration
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 registration statement and
the information you                                                             
     provide in response to these comments, we may have additional comments.
Unless we note                                                                  
      otherwise, our references to prior comments are to comments in our April
2, 2020 letter.                                                                 

  Amendment 1 to Registration Statement on Form S-1 filed May 12, 2020

General                                                           

1.                                                   We note your response
to prior comment 2. Please revise your disclosure in the fourth risk            
                                                     factor on page 11 and
in the first paragraph on page 15 to state that the selling                     
                                                       shareholders must offer
and sell their shares for a fixed price of $0.02 per share for the              
                                               duration of the
offering. Also, revise your disclosure in the fifth paragraph on page 27 to     
                                                      state that the selling
shareholders must offer and sell their shares for a fixed price for the         
                                               duration of the
offering and revise the reference to the OTC to instead refer to the OTC        
                                                  Pink. In addition,
revise your disclosure in the Plan of Distribution section beginning on         
                                                   page 14 to identify
your selling shareholders as underwriters.                                      
Alessandro Napoleone                                                          
FirstName Corp.                                                                 
Blue State LastNameAlessandro Napoleone                                         
Comapany NameBlue State Corp.                                                   
May 21, 2020                                                                    
Page 2                                                                          
May 21, 2020 Page 2                                                             
FirstName LastName                                                              
Exhibits, page 31                                                               

2.       Please have your auditor revise the consent to reference the correct   
audit report date. We                                                           
        note that the consent refers to the audit report dated March 11, 2020,
however, the audit                                                              
report in the amended S-1 is dated January 4, 2020.           
Consolidated Financial Statements                                               
Condensed Consolidated Balance Sheets, page F-19                                

3.       Please revise the common stock caption to correctly indicate the dates 
at which the                                                                    
    number of authorized, issued and outstanding shares are presented.
This comment also                                                               
   applies to the consolidated balance sheet presented on page F-27.
 You may contact Heather Clark, Staff Accountant, at 202-551-3624 or
Martin James,                                                                   
Senior Advisor, at 202-551-3671 if you have questions regarding comments on the 
financial                                                                       
statements and related matters. Please contact Thomas Jones, Staff Attorney, at 
202-551-3602 or                                                                 
Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions.       

                                                      Sincerely,

                                                       Division of
Corporation Finance                                                             
                                                     Office of
Manufacturing                                                                   
cc:      Randall Lanham                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		5/21/20		UPLOAD
		5/12/20		S-1/A,  UPLOAD
		4/2/20		UPLOAD
		3/11/20		S-1,  UPLOAD
		1/4/20
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/20  Blue State Corp.                  S-1                    7:1.2M                                   Ideal Connection, Inc/FA