Sharp Performance, Inc.
12 Fox Run
Sherman, CT 06784
August 20, 2012
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Sharp Performance, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed August 1, 2012
File No. 333-162072
Ladies and Gentlemen:
On behalf of Sharp Performance, Inc., a Nevada corporation (the “Company”), we hereby submit in electronic format for filing with the U.S. Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended, and Rule 101(a)(1)(i) of Regulation S-T, one complete copy of Amendment No. 5 to the captioned Registration Statement on Form S-1, No. 333-162072 (the “Amendment”), for the registration of 38,500 shares of the Company’s common stock, including one complete copy of the exhibits listed in the Amendment as filed therewith.
The Amendment responds to the comments received from the staff of the Commission by letter, dated August 14, 2012.
To facilitate the staff’s review, the numbered paragraphs below correspond to the numbered paragraphs in the letter of the Commission’s comments. Unless otherwise provided herein, all page numbers referred to in this letter correspond to the page numbers of the Amendment and capitalized terms used herein that are not otherwise defined herein have the meanings ascribed to them in the Amendment.
General
1.
We note your response to comment 4 in our letter dated July 20, 2012, however your disclosure remains unclear and inconsistent. Even if you are registering shares for resale pursuant to Rule 415(a)(1)(i), you must nevertheless sell at a fixed price until your securities are quoted on the OTC Bulletin Board, since there is currently no public market for your shares. See Item 16 of Schedule A to the Securities Act of 1933. For additional guidance, refer to “Staff Observations in the Review of Smaller Reporting Company IPOs” located on our website. Please revise your filing, including the prospectus cover page, and the Determination of Offering Price and Plan of Distribution sections, to provide that selling shareholders will sell at a stated fixed price until your securities are quoted on the OTC Bulletin Board (if they ever are quoted on the OTC Bulletin Board) and thereafter at prevailing market prices or privately negotiated prices. In addition, if the disclosure on your prospectus cover page is intended to mean that the offering will remain open for only 28 days, please revise the rest of your prospectus to clarify that that is the case.
Response: We agree with the comment by the Staff. We have changed the disclosure to reflect that the price is fixed until our securities are quoted on the OTC Bulletin Board.
Cover Page of Registration Statement
2.
Please move the paragraph beginning “The information in this Prospectus is not complete...” and the “Subject to Completion” date from the cover page of the registration statement to the outside front cover of the prospectus. See Item 501(b)(10) of Regulation S-K.
Response: We have moved this paragraph to the outside front cover of the Registration Statement.
Business, page 20
3.
We note your response to comment 5 in our letter dated July 20, 2012 and reissue that comment. In comment 9 in our letter dated June 1, 2012, we asked you to disclose the information included in your response to comment 6 in our letter dated November 9, 2010. Accordingly, please revise your statement that “the cost of the customization process and modifications on the GT-33 models are absorbed by the client/dealership” to clarify, as you did in your May 10, 2012 response letter, that “[n]either Mr. Sharp nor the Company incur the costs of refurbishing the GT-33” and that the “accessories for the cars are paid for solely by the dealership and flown through into the price.”
Response: We agree with the Staff and have changed our disclosure to reflect that all costs for refurbishing the GT-33 are incurred by the client/dealership.
4.
We note your response to comment 8 in our letter dated July 20, 2012, however your disclosure remains inconsistent. If accurate, please revise the reference on page 22 to “current clientele,” as it appears that you do not currently have any clients. If accurate, please also revise the paragraph under “Revenue Stream” on page 23 to clarify that your “first consulting contract” is no longer in place and your “three new clients” no longer have contracts with you.
Response:We agree with the comment by the Staff. We have revised the disclosure to reflect that no consulting contracts are currently in place.
Interest of Named Experts and Counsel, page 20
5.
The disclosure under this heading appears to be incorrect. Please revise.
Response: We agree with the comment by the Staff. We have changed the disclosure to reflect the name of the Legal Counsel.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 26
6.
Pursuant to Item 304(a)(3) or Regulation S-K please file a letter from your former auditor as Exhibit 16.1. In the event your former auditor refuses to provide the required letter, please disclose the underlying reasons why.
Response:We agree with the comment by the Staff. We have received this letter from the predecessor auditor and have attached it as Exhibit 16.1.
Executive Compensation, page 28
7.
Please update this section to provide disclosure for the fiscal year ended June 30, 2012.
Response:We agree with the comment by the Staff and have updated this section.
Security Ownership of Certain Beneficial Owners and Management, page 28
8.
Please update this table as of a more current date. Please also update the date as of which you are disclosing the number of shares that are issued and outstanding (in the footnote to the table designated by “*”).
Response: We agree with this comment by the Staff and have updated this table as of a more current date.
Transactions with Related Persons, page 29
9.
Please revise to indicate whether the advancements from Mr. Sharp to the company are evidenced in writing. If they are, please file the notes as exhibits.
Response:
We agree with the comment from the Staff. We have updated the disclosure.
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Item 16. Exhibit Index, page 31
10.
Please revise the exhibit index to include the legal opinion and consent of counsel. See Items 601(b)(5) and (b)(23) of Regulation S-K. Note that you may indicate that the Exhibit 23 consent of counsel is included as part of Exhibit 5.1.
Response: We have updated the Exhibit Index as requested.
Signatures, page 33
11.
We note your response to comment 14 in our letter dated July 20, 2012 and reissue that comment. Please revise the first paragraph immediately following the caption “Signatures” (beginning with “In accordance with the requirements of....”), so that it reflects the language required by Form S-1. In addition, it appears that you have deleted the signature of the principal accounting officer; please revise to include such signature as required by Form S-1.
Response: We agree with the Staff. We have revised the signature page and have included the signature of the principal accounting officer.
Exhibit 5.1
12.
Because counsel is opining on resale shares that currently are outstanding, please revise the language in the third numbered paragraph to indicate that the 38,500 shares are, as opposed to “will be,” validly issued, fully paid and non-assessable. In addition, it appears that counsel’s reference in the last sentence of the opinion to the section of the filing captioned “Legal Matters” is intended to refer to the section of the filing captioned “Interest of Named Experts and Counsel”; if true, and in conjunction with comment 5 above, please revise the opinion to refer to the correct section of the filing.
Response: We agree with the comment by the Staff. Legal Counsel has changed its opinion to conform with the comment.
* * *
The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
/s/ Robert J Sharp
Robert J Sharp
Chief Executive Officer
Principal Financial Officer
Principal Accounting Officer
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