Comment Number | Page[s] | Explanation |
1 . | Graphics sent via separate cover. | |
2 . | 5 | Disclosure revised. As there was no sale of securities, no exemption was required; however, to the extent there was a sale of securities, it qualifies under Section 4(1) or the 4(1 ½) doctrine. |
3 . | 6 | Clarified |
4 . | 7 | Disclosure added |
5 . | 8 | Disclosure modified. No disruptions have been experienced. |
6 . | 8 | Described |
7 . | 10 | Revised |
8 . | 11 | Language eliminated. Any tax imposed would be passed on to the customers. |
9 . | 12 | Language eliminated |
10 . | 12 | Language revised |
11 . | 15 | Language eliminated |
12 . | 20 | Disclosure added |
13 . | 20 | Disclosure added |
14 . | 21 | Language added |
15 . | 25 | Disclosure added |
16 . | 25 | Disclosure added |
17 . | 25-26 | Disclosure added |
18 . | 25 | Disclosure added |
19 . | 27 | Disclosure added |
20 . | 27 | Disclosure added |
21 . | Sent under separate cover. The company did not enlist CSFB to prepare the report in connection with this or any other offering by the company. | |
22 . | 30-31 | Disclosure added |
23 . | 30 | Disclosure eliminated |
24 . | 30 | Disclosure eliminated |
25 . | 32 | Disclosure added |
26 . | 31 | Disclosure revised |
27 . | 37 | Disclosure added |
28 . | 34 | Disclosure revised. Note that disclosure of the months of prepaid rent have been added and that the years in the table are fiscal years, which accounts for the variations noted by the staff in this comment. |
29 . | 33 | Disclosure added |
30 . | 33 | Disclosure added |
31 . | 33 | Disclosure added |
32 . | 34 | Disclosure added. Note the contract requiring the $4,000/month payment has not been signed. |
33 . | 34 | Disclosure revised |
34 . | 34 | Disclosure added |
35 . | 34-35 | Duplicate disclosure eliminated |
36 . | 36 | Disclosure revised and clarified to conform to treatment of founders’ share issuance in the financial statements |
37 . | 37 | Disclosure added |
38 | Filed | |
39 . | 38 | Disclosure added |
40 . | See below | |
41 . | See below | |
42 . | See below | |
43 . | 32 | Disclosure added |
44 . | See below | |
45 . | See below | |
46 . | See below | |
47 . | See below | |
48 . | See below | |
49 . | Previously filed as exhibit 5.1 |
ACCOUNTING COMMENTS:
Comments 40 – 48 addressed through revisions to the financial statements as marked.
As to Comment 42: he shares in questions were not sold, but subscribed to in connection with the Private Placement Agreement referred to elsewhere in the SB2. The shares had not been issued and therefore were not reflected as equity or proceeds form the issuance of common stock. We added a disclosure note under significant events in the interim financial statements to describe more fully.
