March 5, 2015
Mara L. Ransom
Assistant Director
United States
Securities and Exchange Commission
100 F. Street, N.W.
Mail Stop 4561
Washington, D.C. 20549-3561
RE: Andes 6 Inc.
Form 10-12(g)
Filed February 6, 2015
File No. 000-55367
Ms. Ransom:
This correspondence is in response to your letter dated March 4, 2015 in reference to our filing of the Form 10-12(g) filed February 6, 2015 on the behalf of Andes 6 Inc., File No. 000-55367.
Please accept the following responses and note that Registrant filed amended Form 10-12(g) on March 5, 2015. We also acknowledge the initial comment #1 begins with the general statement of effectiveness by lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Securities Exchange Act of 1934.
Comment 2
Item 1. Description of Business
(e) Form of Acquisition, page 5
2. We note your statement in the fourth paragraph on page 6 that Mr. Chiang will devote 10 hours per week to your operations. We further note your statement in the fifth paragraph on page 9 that “management anticipates devoting no more than (25) twenty five hours per week to the Company’s affairs in total.” Please clarify or revise.
Answer:Registrant notes the Commission’s comment andhas amended its registration statement to reflect the following statement. “Mr. Chiang will devote (25) twenty five hours per week of his time to our operations.”
Comment 3
(e) Form of Acquisition, page 7
Please revise your disclosure to clarify that Mr. Chiang’s agreement to contribute resources to the company is limited to his available funds and that Tech Associates Inc.’s agreement to provide resources to the company contemplates a loan to be issued in certain circumstances, as opposed to a contribution upon demand. In doing so,
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clarify here and in your Management's Discussion and Analysis that the funds provided by both parties are limited to expenses to maintain your reporting obligations and investigation, analyzing and consummation of an acquisition, as Exhibits 99.1 and 99.2 indicate. In this regard, we note your statement on page 14 that "Tech Associates, Inc. has agreed to pay the company's expenses in the form of a loan, should funds contributed by Mr. Chiang be insufficient."
Answer:We have amended our registration to include the following: “Mr. Chiang’s agreement to contribute resources to the company is limited as his resources allow. The agreement with Tech Associates Inc. to provide resources to the company contemplates a loan to be issued in certain circumstances, as opposed to a contribution upon demand.” Additionally within this section and in our registration's Management's Discussion and Analysis section we have amended to say that the "funds provided by both parties are limited to expenses to maintain reporting obligations and investigation, analyzing and consummation of an acquisition pursuant to exhibits 99.1 and 99.2. as filed. "
Comment 4
Item 1A. Risk Factors
We not the last sentence of the fifth paragraph on page 9 and the last paragraph on page 24. Please include a risk factor discussing this risk.
Answer:Registrant notes the Commission’s comment andhas amended its registration statement to include a risk factor under the risk factors section titled “Management has other business activities which may compete with time commitments and potential business opportunities allocated toward the Company.” describing the risks with respect to Mr. Chiang’s other business activities and that it may compete and impact the Company as a loss of opportunity.
Comment 5
Control by Management, page 9
Please revise this risk factor to clarify that future investors who receive common stock will have voting rights, even if they will not control the votes of the board of directors or stockholders, or explain how it is possible that future investors will not have voting rights. Also, please revise this risk factor to clarify that management owns 100% of the Company's outstanding shares, as noted in the Security Ownership Table on page 16. In this regard, we note your statement that management of the Company owns "approximately 100%" of the outstanding shares.
Answer:We have amended our registration statement under “Control by management” to reflect that future investors who receive common stock will have voting rights, even if they will not control the votes of the board of directors or stockholders. We have also amended the risk factor to clarify that management owns 100% of the Company's outstanding shares.
Comment 6
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There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited, page 10
Please revise this risk factor to discuss the fact that your stock is not listed on an exchange or quote on an OTC market, it is not anticipated that this will occur prior to the completion of an acquisition of a private company, and there is no guarantee that this will ever occur.
Answer:We have amended our registration statement to reflect the following statement:
“Our stock is not listed on an exchange or quoted on an OTC market, it is not anticipated that this will occur prior to the completion of an acquisition of a private company, and there is no guarantee that this will ever occur.”
Comment 7
Item 2. Financial Information
Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 14.
Please revise your disclosure to include an estimate as to how long your company can continue as a going concern without obtaining additional working capital and discuss this estimate in this section and your risk factor section.
Answer:We have amended our Registration statement and within our risk factor section under “Our business is difficult to evaluate because we have no operating history” to reflect the following statement: “Based on Mr. Chiang’s resource commitment to our operations, we anticipate that we can continue as a going concern without obtaining additional working capital for five years.” and, “Our Chief Executive Officer, Richard Chiang has resources committed to funding our operations; we anticipate that we can continue as a going concern without obtaining additional working capital for five years.”
Comment 8
Item 5. Directors and Executive Officers, page 17
Please clarify Mr. Chiang’s employment for the last five years in his biography, including his employment from May 2012 to present.
Answer:We have amended our Registration statement to reflect Mr. Chiang’s employment for the last five years in his biography, including his employment from May 2012 to present.
“From May 2012 to present, he holds the position of managing partner and sole owner of Tech Associates Inc. From February 2010 to May 2012, he was employed by Redwood Capital, Inc. a financial advisory firm engaged in cross borders transaction in China, as a Managing Director of private equity. From January 2009 to January 2010, Mr. Chiang was employed as an Associate Partner of BayPeak LLC, a financial advisor engaged in cross borders transaction in China.”
Comment 9
Item 7. Certain Relationships and Related Transactions, and Director Independence
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We note your statement on page 24, and throughout your filing, that on January 26, 2015 "the Company issued 10,000,000 restricted shares of its common stock to Richard Chiang in exchange for services he rendered on behalf of the company." Please revise the year on the Summary Compensation Table to "2015."
Answer:We have amended our Registration statement to reflect the year on our Summary Compensation Table to 2015.
Comment 10
Item 11. Description of Registrant's Securities to be Registered
We note your statement that "[a]ll of the outstanding shares of common stock are fully paid and non-assessable." It appears that this is a legal conclusion that should be attributed to counsel. Please attribute this statement to counsel, or remove this statement.
Answer:We have amended our Registration statement under “Common Stock” and have removed the statement.
Comment 11
Preferred Stock, page 28
We note your statement that the description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's Certificate of Incorporation and By-Laws. As you are responsible for the accuracy of the information in the filing, this type of qualification is inappropriate. Please revise accordingly.
Answer:We note the Commission’s comment and have amended our Registration statement under “Preferred Stock” and have removed the following statement: “The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Registration Statement on Form 10 on February 6, 2015.”
Comment 12
Trading of Securities in Secondary Market, page 28
Please indicate that you will need a market-maker to apply for the quotation of your common stock on the Over-the-Counter Bulletin Board, but there is no assurance that a market-maker or quotation will be obtained.
Answer:We have amended our filing to reflect the following statement: “We will require a market-maker to apply for the quotation of our common stock on the Over-the-Counter Bulletin Board, but there can be no assurances that a market-maker or quotation will be obtained.”
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Comment 13
Signatures
We note that Mr. Chiang has signed the registration statement in his capacity as "President, Secretary, and Treasurer" of your company. We further note that you have not disclosed in Item 5 of your filing or elsewhere that Mr. Chiang holds the office of President. Please revise your disclosure to correct or explain any inconsistencies.
Answer:We have amended our filing to reflect Mr. Chiang’s capacity throughout our registration statement as: “President, Chief Executive Officer, Secretary, Treasurer and Director.”
Registrant wishes to acknowledge the following:
Respectfully submitted,
/s/ Richard Chiang
Richard Chiang
President, Chief Executive Officer, Secretary, Treasurer and Director
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