Excelsis investments, inc.
801 West Bay Drive
Suite 470
Largo, Florida 33770
(727) 330-2731
November 3, 2014
Mr. Stephen Krikorian
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| RE: | Excelsis Investments, Inc. (the “Company”) |
| Form 10-K for Fiscal Year Ended 12/31/2013 | |
| Form 10-Q for Quarter Ended 6/30/2014 | |
| SEC File No. 000-54635 |
Dear Mr. Krikorian:
In response to your comment letter dated August 21, 2014 please be advised as follows:
General
| 1. | We did not file a Form 8-K relating to our restatement, as we engaged our current auditors to audit the prior year balances without knowing whether a restatement was necessary. Once the restatement was noted, we did not file a Form 8-K as the effect of the restatement was not material to our net income/loss for the year ended December 31, 2012. |
| 2. | The Form 10-K has been amended to include the information requested regarding the convertible notes. |
Certain Relationships and Related Transactions, and Director Independence
| 3. | We confirm that we will include the information requested in future pursuant to Item 404 of Regulation S-K. |
| Mr. Stephen Krikorian | |
| Accounting Branch Chief | |
| RE: | Excelsis Investments, Inc. |
Form 10-K for Fiscal Year Ended 12/31/2013 Form 10-Q for Quarter Ended 6/30/2014 | |
| SEC File No. 000-54635 | |
November 3, 2014 | |
| Page 2 | |
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
| 4. | The 10-K has been amended to include expanded disclosure on revenue recognition, including reference to our considerations for gross versus net considerations in accordance with ASC 605-45-45. |
Note 4. Acquisition of Career Start, Inc.
| 5. | We have amended our disclosure in Note 2 of our consolidated financial statements and throughout our filing to show that 70% of our revenue is derived from three customers. We do not have any other customers that exceed 10% of revenues. |
| 6. | We have reviewed and considered the guidance of Rule 8-04 of Regulation S-X and determined that the acquisition of Career Start Inc. does not meet any of the three significance tests as Career Start Inc. was incorporated on February 1, 2013 and did not have any financial information for the prior fiscal period. During the period from inception to July 13, 2013 (date of acquisition), the Company had limited transactions as the majority of the operating activity occurred subsequent to the acquisition date. |
Form 10-Q for the Quarterly Report ended June 30, 2014
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| 7. | We have amended our filings to expand our disclosure on the restatement, including adding columnar disclosure for the items affected. We confirm we will disclose this information in future filings and filed the respective agreements with our next periodic report. |
| Mr. Stephen Krikorian | |
| Accounting Branch Chief | |
| RE: | Excelsis Investments, Inc. |
Form 10-K for Fiscal Year Ended 12/31/2013 Form 10-Q for Quarter Ended 6/30/2014 | |
| SEC File No. 000-54635 | |
November 3, 2014 | |
| Page 3 | |
| Very truly yours, | ||
| EXCELSIS INVESTMENTS, INC. | ||
| BY: | /s/ Brian McFadden | |
| Brian McFadden, President | ||
