May 5, 2015
VIA FEDERAL EXPRESS AND E-MAIL
Ms. Pamela Long
Assistant Director
Mr. Craig Slivka
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Remove-By-You, Inc.: Response to Comment Letter Dated April 17, 2015 Regarding Amendment No. 2 to Registration Statement on Form S-1 Filed April 9, 2015 (SEC File Number 333-201607)
Dear Ms. Long and Mr. Slivka:
We write on behalf of our client, Remove-By-You, Inc., a Nevada corporation (the “Company”), in connection with the above-referenced matter. The Company requested us, as its legal counsel, to respond to your April 17, 2015 letter (received by United States Postal Service on April 27, 2015) written on behalf of the United States Securities and Exchange Commission (the “Commission”). Based on your comments and current business status of the Company, the Company has concurrently filed herewith Amendment No. 3 to the Registration Statement on Form S-1 (the “Amendment”).
The Company’s sequential response to the comments of the Commission are set forth below:
Comment
Prospectus Cover Page.
1.
We note your response to comment one of our letter dated March 10, 2015. Please revise your disclosure to state on the prospectus cover page that you are not a blank check company.
The Company revised its disclosure with respect to Comment #1. Please see the registration statement filed concurrently herewith as the Amendment.
Prospectus Summary, page 4
2.
We note your disclosure that you are “in the business of developing, assembling, marketing and selling an all-natural product formula…” Please revise your disclosure to remove the suggestion that you are currently marketing or selling any products.
The Company revised its disclosure with respect to Comment #2. Please see the registration statement filed concurrently herewith as the Amendment.
KRUEGER LLP
Ms. Pamela Long
Mr. Craig Slivka
United States Securities and Exchange Commission
May 5, 2015
Page 2
Business, page 33
3.
We note your reference to the American Society of Dermatological Surgery Association for your assertion that over half of the 40 million people in the United States with tattoos will end up regretting their tattoos. Please reconcile such disclosure with footnote 35 in the clinical review article you provided that attributes such statement to a clinical article.
The Company revised its disclosure with respect to Comment #3. Please see the registration statement filed concurrently herewith as the Amendment.
In connection with this letter, the Company hereby acknowledges the following through a separate certification signed by the Company’s President, Mr. Kyle Markward, (a copy of which is attached to this letter):
1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
3.
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.
Please feel free to contact us directly with any questions or comments. Thank you in advance for your assistance.
Very Truly Yours,
/s/Blair Krueger, Esq.
Blair Krueger, Esq.
cc:
Remove-by-You, Inc.
Enclosure
![[s1a3secresp_corresp001.jpg]](https://capedge.com/proxy/CORRESP/0001078782-15-000694/s1a3secresp_corresp001.jpg)
Attachment to
Krueger LLP
Letter Dated May 5, 2015
CERTIFICATION SIGNED
In connection with this letter, the Company hereby acknowledges the following:
1.
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
2.
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
3.
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/ Kyle Markward
Kyle Markward, President, Chief Executive Officer and
Chief Financial Officer
Remove-By-You, Inc.
The Do-It-Yourself Removal System
For Your Tattoo Needs