DANIEL H. LUCIANO
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ATTORNEY AT LAW
242 A WEST VALLEY BROOK ROAD
CALIFON, NEW JERSEY 07830
MEMBER TEXAS AND
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June 17, 2016
Amended and Restated
Securities and Exchange Commission
Washington, DC 20548
Attn: Kate McHale, Staff Attorney,
Re: Results-Based Outsourcing, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed April 29, 2016
File No. 333-209836
Dear Ms. McHale:
On behalf of our client, Results-Based Outsourcing, Inc. (the “Company”), we have filed an Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on April 29, 2016, (collectively, the “Registration Statement”). The Amendment has been prepared in response to the comments of the staff (the “Staff”) delivered by way of it letter dated May 17, 2016 (the “Comment Letter”). Set forth below are the Company’s responses to the Staff’s comments, numbered in a manner to correspond to the order which the staff’s comments were delivered. For your convenience, we have included the original comments from the Comment Letter in their entirety:
General
1. Please note the financial statement updating requirements of Rule 8-08 of Regulation S-X.
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Securities and Exchange Commission
Company Response: Please see updated financial statements included in the Amendment.
Prospectus Summary, page 6
2. We note your revised disclosure references that you have two independent contractors providing consulting services; however, on page 23, you disclose you only have one independent contractor agreement with the spouse of your chief executive officer. Please reconcile this disclosure to clarify if there is a second contractor and if so, please identify the contractor, differentiate the services that are provided by this contractor, describe the nature of your relationship and compensation arrangements, and file any material contract you have with this independent contractor.
Company Response: Please see revised text on Page 23 of the Amendment which addresses the independent contractors. As stated in the Amendment, the Company is using three independent contractors, and the description of services provided by the independent contractors is provided therein. However, the revenues attributable to the services provided by two of the independent contractors, other than the spouse of the sole officer, are less than 10% each, and thus are not material. The company has included its standard consulting agreement as Exhibit __.
3. We note the contract with Mr. Schloth contemplates additional payments beyond the
$5,000 per month base payment for services. In addition, on page 53, you attribute some of these fees as compensation for client referrals. Please disclose more fully the expected services and referrals included in this base payment. In addition, because additional payments will be at the discretion of your sole officer who is the spouse of Mr. Schloth, please describe the method by which these additional payments may be determined. Please also include this compensation structure in the risk factor pertaining to conflicts of interest with the consultant.
Company Response: Please see revised text on Pages 11 and 53 of the Amendment. To clarify, the spouse of the sole officer is not compensated for referring clients tot the Company.
Description of Property, page 42
4. We note that you have one location listed in this section; however, your website discloses that your main office is located at 2490 Blackrock Turnpike #344, Fairfield CT 06825. Please include this property and any other properties that should be disclosed pursuant to Item 102 of Regulation S-K.
Company Response: Please note that the Company website has been updated to new address
Certain Relationships and Related Transactions, page 53
5. We note your response to comment 12 of our letter dated March 28, 2016; however, we do not see the method used to evaluate fairness, as set forth in the policy laid out on page 53. In addition, we note your risk factor on page 11 that arrangements with your consultant may not be considered arm’s length. You have also added the loan to MLF to this section which, as a loan to your sole officer bearing no interest, does not appear to comply with your policy under Delaware General Corporation Law. Therefore, we reissue comment 12 and ask that you disclose how you determined the fairness of the related party transactions disclosed in this section.
Company Response: Please see revised text on Page 53 of the Amendment.
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Securities and Exchange Commission
Exhibits
6. We note your response to comment 15 of our letter dated March 28, 2016; however, we are unable to agree with your conclusion that the client contracts are not required to be disclosed under Item 601(10)(ii)(B). You have disclosed that your independent auditors have raised substantial doubt about your ability to continue as a going concern and that you are dependent on your revenue stream to operate for the next 12-14 months (with any loss of clients accelerating your loss of available capital to continue operations). Given the high percentage of your revenue stream derived from these clients and the company’s dependence on these contracts to remain operational in the short term, we continue to believe they are material contracts. Please file these contracts as exhibits to your next amendment.
Company Response: The Company has filed the various existing agreements as Exhibits to the Amendment, however it made a confidentiality request with the Staff concurrent with the filing of the Amendment.
Please advise the undersigned as soon as possible if the staff has any further comments relating to the Registration Statement or the Amendment. You can contact the undersigned at (908) 832-5546. Thank you in advance for your courtesy and cooperation.
Sincerely,
/s/ Daniel H. Luciano
Daniel H. Luciano
