December 10, 2014
H. Roger Schwall
Securities and Exchange Commission
Washington, D.C. 20549
Re: | FWF Holdings Inc. | |
| Amendment No. 1 to Registration Statement on Form S-1 | |
| Filed November 25, 2014 | |
| File No. 333-199583 |
Dear Mr. H. Roger Schwall;
In response to your letter dated December 9, 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. 2 to Amendment No. 1 to Registration Statement on 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 December 9, 2014 letter in italicized text immediately before our response.
General
1. | We note your response to our prior comment 1. However, the OTCQB, which you mention in your filing, is one of the marketplaces of the OTC Markets. Please explain the basis for your review that the OTC Markets’ list of prohibited attorneys would not apply with regard to the OTCQB. |
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Response:
We have revised our disclosure by deleting all references to the OTCQB and OTC Markets.
Description of Business, page 21
2. | We note your response to our prior comment 5 and the copies of source materials you provided in your response. Please provide us with additional source materials mentioned in the “Description of Business” section on pages 21 and 25 and explain 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 material to indicate where support can be found for the assertions in your disclosure. |
Response:
· | We have provided copies of the additional source materials mentioned in the Description of Business section of the document for your review. Further, we confirm that the additional 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 a statement made in our Market Segmentation section was not clear as it relates to the source documentation. We have revised our disclosure to clarify statement. |
3. | We note your link to a Bloomberg TV video on page 24 does not appear to work (http://bloomberg.com/video/the-five-best-selling-hot-sauces-ZgWBQ1mi29rGYoYgOA.html). Please revise as appropriate. |
Response:
We have revised our disclosure to show the appropriate link. Bloomberg has a tendency to change or delete the link so we have revised our disclosure to show the Bloomberg TV video via the Youtube link.
We trust our responses meet with your approval.
| Sincerely, | |
/s/ Nami Shams | |
| Nami Shams | |
| President |
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