ACOLOGY,INC.
912Maertin Lane
Fullerton,CA 92831
Phone:Tel: (661)510-0978
VIA ELECTRONIC EDGAR FILING
August 5, 2014
Division of CorporateFinanceSecurities andExchangeCommission100 F Street,N.E.
Washington,D.C. 20549
Attn: | Ms. Pamela A. Long |
Assistant Director |
Re: | Acology, Inc. |
Amendment No. 4 to Registration Statement on Form S-1, File No. 333-195866 |
Ladies andGentlemen:
WehaveelectronicallyfiledonbehalfofAcology,Inc.(the“Registrant”)AmendmentNo.4 tothereferenced RegistrationStatementonFormS-1.Thisamendment makeschangesfromtheprior filing in response to the Staff’s comments, makes changes in dating and provides a new accountant’s consent.Belowareresponsestoyourcommentssetforthinyourletter dated July 31, 2014, addressedtome,which are numberedinthesamemanner asyourcomments.
General
1. | We note your response to comment one of our letter dated July 15, 2014. Please state on the cover page of the prospectus that you are not a blank check company and have no current plans or intentions to engage in a business combination following this offering. |
Response:
After discussion with the Staff, we have revised as follows: |
WE ARE NOT A BLANK CHECK COMPANY AND HAVE NO CURRENT PLANS OR INTENTIONS TO ENGAGE IN AN ACQUISITION, MERGER OR OTHER COMBINATION WITH AN ENTITY IN AN UNRELATED INDUSTRY FOLLOWING THIS OFFERING.
Prospectus Cover Page
2. | We note your response to comment three of our letter dated July 15, 2014. Please remove the disclosure “regardless of the time of delivery of the prospectus or any sale of the common stock.” |
Response:
We have complied with this comment. |
Description of Business, page 22
3. | We note your response to comment four of our letter dated July 15, 2014. Please revise your Summary, Risk Factors, and Business sections to make clear that the primary intended use of your product is marijuana-related, that your general marketing is targeted toward marijuana use, and address any potential legal or regulatory issues affecting your business. |
Response:
We discussed with the Staff changes in the registrant’s marketing focus resulting from its recent receipt of child safety certification for its product and the availability of manpower for marketing. After this conversation, we made changes to the Summary and Business sections based on the changed focus and added risk factors relating to the marketing of products to users of marijuana. |
* * * * * * * *
In accordance with Rule 461 promulgated under the Securities Act of 1933, the Registrant hereby requests that the effective date of its registration statement on Form S-1 be accelerated so as to become effective on Wednesday, August 6, 2014, at 5:00 p.m., or as soon thereafter as possible.
TheRegistrantacknowledges thefollowing:
• | ShouldtheCommissionortheStaff, actingpursuanttodelegatedauthority,declarethefilingeffective,itdoesnotforeclosetheCommissionfromtakinganyactionwith respectto thefiling; |
• | TheactionoftheCommissionorStaff,actingpursuanttodelegated authority,indeclaring thefilingeffective,doesnotrelievetheRegistrant fromitsfullresponsibilityfortheadequacy andaccuracy ofthedisclosurein thefiling;and |
• | TheRegistrantmaynotassertthisactionasdefenseinanyproceedinginitiatedbytheCommission or anypersonunderthe federalsecurities lawsoftheUnitedStates. |
Very truly yours,
ACOLOGY, INC.
By: | /s/ Curtis Fairbrother |
Curtis Fairbrother | |
Chief Executive Officer |