Code Green Apparel Corp.
31642 Pacific Coast Highway, Ste 102
Laguna Beach, CA 92651
April 11, 2016
Mr. John Reynolds
Assistant Director
Office of Beverages, Apparel, and Mining
U.S. Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
| RE: | Code Green Apparel Corp. | |
| Registration Statement on Form S-1 | ||
| Filed November 13, 2015 | ||
| File No. 333-206089 |
Dear Mr. Reynolds:
The letter responds to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff to Code Green Apparel Corp. (the “Company”, “we” or “us”) dated February 12, 2016.
We hope this letter is responsive to your comments and requests for information. The Company’s goal is to resolve these outstanding comments in a manner that is acceptable to the Staff.
Our responses utilize the same captions contained in the SEC’s letter, and are numbered to correspond to the numbers assigned in such letter. For your convenience, our responses are prefaced by the Commission’s corresponding comment.
General
| 1. | Wenote your response tocomment 1. Aspreviously requested, pleaseprovide us with yourcalculations of howyoudetermined the number of sharesoutstandingheld byaffiliates ofthe companyandnon-affiliatesof thecompany.We may have furthercomment. |
Response:
As the Staff is aware, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. A person is generally presumed to have ‘control’ over an issuer if they beneficially own more than 9.99% of the issuer’s securities.
Mr. John Reynolds
April 11, 2016
Page 2 of 4
Based on that definition, the Company’s only affiliates are George J. Powell and Thomas H. Witthuhn, the two officers and directors of the Company. Mr. Powell beneficially owns 89,115,016 shares of common stock and Mr. Witthuhn beneficially owns 10,000,000 shares of common stock. As such, out of the 371,349,646 outstanding shares of the Company, 99,115,016 are held by affiliates and the remaining 272,234,630 shares are held by non-affiliates.
On a side note, the 47,691,146 shares which we stated were in our public float in prior comment 1, represents the number of free trading shares held in DTC’s street name (CEDE & CO).
Cover page
| 2. | Please revise your coverpage toindicatethefixed pricetheshares will besold at. |
We have revised the cover page and the other sections of the filing which discussed the fixed price per share to actually refer to the fixed price of $0.037 per share.
SellingSecurity Holders,page 11
| 3. | Please revise toindicatethenumber ofoutstandingshares,along with thedate for theoutstandingshares, usedtocomputethepercentages inthe sellingshareholder table. |
Response:
We have revised the selling security holders table with the information you have requested.
Employees,page 19
| 4. | Wenote youstatementthat “OutsideoftheCEO, theCompanydoes nothave anyemployees.”We also notethatMr.ThomasWitthuhn is yourChief OperatingOfficer.Please revise oradvise as appropriate. |
Response:
We have updated the registration statement to clarify that we have two employees.
Mr. John Reynolds
April 11, 2016
Page 3 of 4
ExecutiveCompensation, page 32
| 5. | Please revise to updateyourexecutive compensationdisclosure through the periodendingDecember31, 2015. |
Response:
We have updated the registration statement with executive compensation disclosures through December 31, 2015.
SecurityOwnership ofCertainBeneficial OwnersandManagement, page 32
| 6. | Please revise to providethebeneficialownershipinformation for Mr.Thomas Witthuhn. |
Response:
| Notwithstanding the fact that we believe that Mr. Witthuhn’s beneficial ownership information was included in the last filing, we have moved Mr. Witthuhn’s name up in the table and clarified the total beneficial ownership of officers and directors of the Company consistent with Item 403 of Regulation S-K. |
| 7. | Please revise to providethebeneficialownershipinformationforthe holders of theSeriesAPreferredStock and the Series BConvertiblePreferredStock.SeeItem 403 ofRegulationS-K. |
Response:
We have updated the beneficial ownership table with information regarding the Series A Preferred Stock and Series B Convertible Preferred Stock as required by Item 403 of Regulation S-K.
Index toFinancialStatements, page F-1
| 8. | Pleaseupdate thefinancial statements asnecessary inaccordancewith Rule 8-08 ofRegulationS-X andrelevantdisclosuresin thenextamendment. |
Response:
The amended Registration Statement filing has been updated to include audited financial statements for the year ended December 31, 2015 in accordance with Rule 8-08 of Regulation S-X.
Mr. John Reynolds
April 11, 2016
Page 4 of 4
PartII
Recent Sales ofUnregisteredSecurities, page 34
| 9. | Wenote that youindicatein theprospectus that there are40,000 shares ofyour SeriesBConvertiblePreferred Stockoutstanding.Itappearsthatyou have not addressedtheDecember 7, 2015 Exchange Agreement with Dr. Scheffrey whichcoveredtheissuanceof40,000 shares ofSeriesBConvertiblePreferredStock. Please revisetoprovidethedisclosurerequired byItem701 ofRegulationS-K for theissuance of the40,000 shares ofSeries B ConvertiblePreferred Stock or adviseus why thedisclosureis not required. |
Response:
We have updated this section to include all transactions required by Item 701 of Regulation S-K.
| 10. | Wenote your response tocomment 16 and we reissue itinpart. Pleasereviseto indicatetheexemption fromregistrationclaimedfor each of thenotedtransactions. |
Response:
We have reorganized this section for readability purposes and updated to clarify each exemption from registration relied upon.
Signatures,page 38
| 11. | Pleasehavetheregistration statement signed by a majority of the directors.SeeInstructionstoSignatureson FormS-1. |
Response:
We have updated the registration statement to include signatures of a majority of our directors.
Please feel free to contact me if I can provide any further information related to this filing or the Company.
Sincerely,
/s/ George Powell
George Powell
Chief Executive Officer
