November 25, 2014
H. Roger Schwall
Securities and Exchange Commission
Washington D.C. 20549
Re: | FWF Holdings Inc. |
| Registration Statement on Form S-1 |
| Filed October 24, 2014 |
| File No. 333-199583 |
Dear Mr. H. Roger Schwall,
In response to your letter dated November 19, 2014 the following information, corresponding sequentially to the paragraphs in your letter, is hereby submitted on behalf of FWF Holdings Inc. (the “Company”). Amendment No. 1 to the Form S-1 is being filed concurrently with this letter.
The Company has made certain changes in the Form S-1 filing in response to the Staff’s comments. For your convenience, we have reproduced below the comments contained in the Staff’s November 19, 2014 letter in italicized text immediately before our response.
General
1. | We note your statements on pages 6, 13 and 14 to the effect that you intend to pursue having your shares quoted on the OTCBB or OTCQB. We also note that the counsel who prepared your legality opinion, Diane Dalmy, is on the OTC Markets’ list of prohibited attorneys, which is available at ttp://www.otcmarkets.com/research/prohibited-attorney. Please advise us as to how you intend to provide the OTCBB or OTCQB with an acceptable legality opinion. |
Response:
We do not believe your comments apply to our facts and circumstances. Our disclosure makes no reference to the OTC Markets.
2. | Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, Nami Shams FWF Holdings Inc. November 19, 2014 Page 2 whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering. |
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Response:
· | Written communications, as defined in Rule 405 under Securities Act will be the Prospectus only. There will be no other form of written communications. | |
· | We are not aware of any research reports about us. | |
· | No broker or broker dealers are participating in our offering. Please refer to Plan of Distribution. |
3. | Describe how and when a company may lose emerging growth company status. |
Response: We have revised our disclosure by adding; Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:
· | the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; | ||
· | the last day of the fiscal year following the fifth anniversary of the completion of this offering; | ||
· | the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and | ||
· | the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act. |
Use of Proceeds, page 16
4. We note your statement that “[t]he following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of $37,500 is [sic] raised in this offering [emphasis added].” However, the table that follows appears to set forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of the 5,000,000 shares being offered (which, at 100%, would constitute gross proceeds of $150,000 rather than $37,500). Please revise appropriately.
Response:
We have revised our disclosure by changing the amount from “$37,500” to “$150,000”.
Description of Business, page 21
Market Analysis, page 22
5. | Please provide us with copies of the source materials mentioned in this discussion and clarify whether any of the sources requires the payment of a fee in order for the general public to gain access. To expedite our review, you may wish to mark the source materials to indicate where support can be found for the assertions in your disclosure. |
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Response:
· | We have provided copies of the sources materials mentioned in the Market Analysis section of the document for your review. Further, we confirm that the source materials referred to in the document does not require payment of a fee in order for the general public to access. | |
· | We note that source material for one of the statements made in the Market Analysis section was not referenced. We have revised our disclosure to include the reference. |
6. | We note your statement that Dave DeWitt “likens the hot sauce explosion to that of craft feet.” Please explain or revise as appropriate. |
Response:
We have revised our disclosure by changing the word “craft feet” to “craft beer”.
We trust our responses meet with your approval.
| Sincerely, | |
| /s/ Nami Shams | |
| Nami Shams | |
| President | |
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