NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO SHANGHAI BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY | FIRM and AFFILIATE OFFICES David N. Feldman DIRECT DIAL: +1 212 692 1036 PERSONAL FAX: +1 212 202 6094 E-MAIL:dnfeldman@duanemorris.com www.duanemorris.com | ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR OMAN A GCC REPRESENTATIVE OFFICE OF DUANE MORRIS
MEXICO CITY ALLIANCE WITH MIRANDA & ESTAVILLO SRI LANKA ALLIANCE WITH GOWERS INTERNATIONAL |
May 3, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attn:
John Reynolds
Assistant Director
Officer of Beverages, Apparel,
and Mining
| Re: | GreenKissNY Inc. Amended Offering Statement on Form 1-A Filed April 20, 2016 File No 24-10541 |
Dear Mr. Lopez:
On behalf of GreenKissNY Inc. (the “Company”), we hereby submit this letter in response to our telephone conversation with the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on May 2, 2016 regarding the above referenced offering statement of the Company filed with the Commission on Form 1-A (the “Offering Statement”).
The Company is concurrently filing via EDGAR Amendment No. 2 to the Offering Statement (“Amendment No. 2”), which reflects additional disclosure based on such telephone conversation.
Specifically, the Company has filed as Exhibit 13.1 to Amendment No. 2 a press release issued on April 21, 2016 through PRWeb, which provides certain business updates. The Company has also modified the press release, which is currently available on PRWeb’s website, to include a legend that reflects the requirements set forth in Rule 255 of the Securities Act of 1933, as amended.
Duane Morris llp | |
1540 BROADWAY NEW YORK, NY 10036-4086 | PHONE: +1 212 692 1000 FAX: +1 212 692 1020 |
James Lopez
May 3, 2016
Page 2
Lastly, Amendment No. 2 includes additional disclosure regarding the Company’s recent installation of Avionte, an enterprise level staffing agency software platform, as well as the Company’s expansion into Texas through its relationship with its client, Blount Fine Foods.
In connection with responding to the conversation with the Staff, the Company acknowledges inExhibit A that:
| · | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | 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 |
| · | 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 the undersigned at (212) 692-1036 if you have any questions relating to Amendment No. 2 or this letter.
| Very truly yours, |
| |
| |
| /s/ David N. Feldman, Esq. |
| David N. Feldman, Esq. |
DNF:bjb
cc: Ann Anderson, Chief Executive Officer
EXHIBIT A
GreenKissNY Inc.
75 South Broadway
White Plains, New York 10601
Telephone: (914) 304-4323
May 3, 2016
In connection with its response to a telephone conversation with the United States Securities and Exchange Commission on May 2, 2016, GreenKissNY Inc. acknowledges the following:
| · | the filing person is responsible for the adequacy and accuracy of the disclosure in the filing; |
| · | 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 |
| · | the filing person 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. |
| GreenKissNY Inc. |
| | |
| | |
| By: | /s/ Ann Anderson |
| | Ann Anderson |
| | Chief Executive Officer |