Code Green Apparel Corp.
31642 Pacific Coast Highway, Ste 102
Laguna Beach, CA 92651
April 20, 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. |
| Amendment No. 3 to Registration Statement on Form S-1 | |
| Filed April 11, 2016 | |
| 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 April 18, 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.
Management’s Discussion and Analysis, page24
Results ofOperations, page 26
1. Your discussion of changes in netloss on page26 indicatesthat your netlossdecreasedfrom $2.3M for the yearendedDecember31, 2014 to $1.8MfortheyearendedDecember31, 2015. However your explanation of the change describes anincrease innet loss.Please explainthisinconsistency orreviseyour disclosure accordingly.
Response:
The discussion on page 26, under Results of Operations, has been corrected and expanded in order to properly explain the changes in net loss as requested.
Mr. John Reynolds
April 20, 2016
Page 2 of 3
Liquidity and Capital Resources, page 26
2. Please tellus how you arrivedat negative working capital of$559,552 as ofDecember 31, 2015 basedon the amounts presented in youraudited balance sheet.In addition,pleasetell us why you have elected notto present a classified balance sheet with totals for current assets and current liabilities.
Response:
The negative working capital presentation on page 26, Liquidity and Capital Resources, has been updated to agree with the current presentation. Additionally, the balance sheet has been updated to provide a presentation of current assets and current liabilities.
Financial Statements for the year ended December 31, 2015
Statement of stockholders’ Deficit,page F-5
3. Your current presentation ofyour statement of stockholder’sdeficit only includes changesin equity for themostrecent fiscalyear. Please reviseto provide a statement of stockholder’s deficitthatpresents twoyears of historicalinformationto comply with Rule8-02 of Regulation S-X.
Response:
The presentation of the statement of stockholders’ deficit has been updated in order to present two years of historical informationto comply with Rule8-02 of Regulation S-X.
Notesto Financial Statements, pageF-7
Note 2 Convertible Notes, pageF-9
4.We note you issued 25,000,000 shares of common stock in payment of $212,500 ofprincipal on the $500,000 convertible debt.We also noteyour disclosure atNote 3on pageF-11 indicates that you issued39,660,440 share of common stock in payment of $386,000 of principalrelated toconvertible debt during theyearendedDecember 31, 2015. Please explainthese differences in theamounts of debtsettled through share issuances andexpand your disclosure atNote2 to providedetails aboutthese differences.
Response:
Note 2 on page F-9 as well as Note 3 on page F-11 have been updated and expanded in order to properly present all details regarding these transactions and eliminate any confusion related to the shares issued for convertible debts.
* * * * * *
Mr. John Reynolds
April 20, 2016
Page 3 of 3
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 |
