THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com
October 7, 2009
Mr. H. Christopher Owings, Esq.
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
| | RE: | Monar International, Inc. |
| | | Form S-1 Registration Statement |
| | | File No. 333-161566 |
Dear Mr. Owings:
In response to your letter of comments dated September 22, 2009, please be advised as follows:
General
1. Mr. Clarke’s former relationship with Renewable Energy, Ltd. has been disclosed. Mr. Clarke is no longer affiliated with Tiger Renewable Energy, Ltd. Disclosure regarding all other public companies during the past 5 years, with the exception of Tiger Renewable Energy, Ltd., was previously disclosed as required by Item 401(e) of Reg. S-K.
Prospectus
2. The disclosure requested has been provided.
3. The disclosure requested has been provided.
4. The Company has removed the language requested and disclosed that the funds will not earn interest if returned. The language has been revised accordingly.
5. The disclosure requested has been provided.
6. The per share proceeds if the maximum is sold has been revised.
| | Mr. H. Christopher Owings, Esq. |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Monar International, Inc. |
| | | Form S-1 Registration Statement |
| | | File No. 333-161566 |
| | October 7, 2009 |
| | Page 2 |
Prospectus Back Cover
7. The disclosure language required by Item 502(b) of Reg. S-K has been provided.
Summary
8. The information requested has been provided.
Risk Factors
9. The disclosure requested has been provided.
Use of Proceeds.
10. A discussion of the planned use of proceeds if 1,000,000 shares are sold has been provided.
11. The information requested has been provided.
Dilution
12. The dilution has been revised.
13. The dilution has been revised.
14. The dilution has been revised.
Plan of Distribution
15. Disclosure has been provided why the application of the penny stock rules may affect a shareholder’s ability to resell his shares.
Plan of Operation
16. The language discussed has been deleted from the registration statement.
| | Mr. H. Christopher Owings, Esq. |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Monar International, Inc. |
| | | Form S-1 Registration Statement |
| | | File No. 333-161566 |
| | October 7, 2009 |
| | Page 3 |
Business
17. The information requested has been provided.
18. The terms “clients” and “potential clients” has been revised to “customers” and “purveyors” has been revised to “suppliers” throughout.
Website
19. The descriptive adjective, “extensive” has been removed throughout the registration statement.
20. The risk factor requested has been provided.
21. “Salon products” was included in error and has been deleted and the sentence revised.
Paying
22. The disclosure requested has been provided.
23. The Company has revised this section. Your comment caused management to realize that it is unwilling to offer a refund if the supplier is not. Accordingly, the Company has decided to only pass on the warranties provided by the supplier. Disclosure has been made accordingly.
Source of Products
24. The disclosure requested has been provided.
25. Disclosure has been provided that we have identified potential suppliers.
Revenue
26. “Premium shelf space” has been deleted and the language revised.
Competition
27. The language has been revised to reflect how the Company intends to be competitive.
| | Mr. H. Christopher Owings, Esq. |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Monar International, Inc. |
| | | Form S-1 Registration Statement |
| | | File No. 333-161566 |
| | October 7, 2009 |
| | Page 4 |
28. The information you requested regarding the fragmented and regionalized nature of the industry has been provided.
Insurance
29. The risk factor requested has been provided.
Offices
30. The information regarding the office has been provided and memorandum of understanding has been filed as Exhibit 10.1.
Government Regulation
31. The section has been revised to specifically discuss Nevada and Hong Kong law regarding business operations by a foreign entity in Hong Kong. No risk factor was included since there is no risk relatively to Nevada or Hong Kong. Further, the Company is not aware of any jurisdiction that requires registration as a foreign corporation where no physical presence in that country exists.
Principal Stockholders
32. The chart has been revised.
Future Sales by Existing Stockholders
33. This section has been revised with a discussion of existing law as set forth in SEC Release 33-8869.
Description of Securities
34. The first asterisk has been revised.
35. The sentence has been removed.
Financial Statements
36. Note 2 has been revised.
37. The statement of stockholders’ equity has been revised.
| | Mr. H. Christopher Owings, Esq. |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Monar International, Inc. |
| | | Form S-1 Registration Statement |
| | | File No. 333-161566 |
| | October 7, 2009 |
| | Page 5 |
38. Note 2 - Summary of Significant Accounting Policies has been revised.
39. The language has been revised. The president/director is not providing rent-free office space.
| | Yours truly, |
| |
| | The Law Office of Conrad C. Lysiak, P.S. |
| |
| |
| | BY: | CONRAD C. LYSIAK |
| | | Conrad C. Lysiak |
CCL:jtl
cc: Monar International, Inc.
