March 8, 2016
Via SEC Edgar Submission
Jay Ingram, Legal Branch Chief
Securities and Exchange Commission
Washington, D.C. 20549
| RE: | AFS Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Initial Form S-1 Filed: October 24, 2015 File No. 333-207587 |
Dear Mr. Ingram:
The Company and I have reviewed your comment letter, and have provided the following answers and corrections to the issues raised in your comments. I have listed each of your comments below, in order, and have responded below each comment.
General
Comment 1: We note your response to comment one in our letter dated February 11, 2016. Within your next amendment, please:
| • | explain who produces the licensed technology. Given that only Mr. Knight has access to the information necessary to create the technology and that he is currently retired, please be as specific as possible in explaining this production process; | |
| • | describe the means by which you receive this technology; and | |
| • | explain the method you use to verify that the technology receive is authentic given that you do not have access to its chemical makeup |
If your response demonstrates that you cannot operate your business without access to the chemical makeup of the technology, please consider filing an amended license thatincludes the chemical makeup of your technology.
Answer to Comment 1: The items listed in Comment 1 have been added to the revised registration statement.
Statements of Changes in Shareholders’ Deficit, page F-7
Comment 2: Please expand this statement to include a rollforward for the nine-months ended December 31, 2015, in light of the material equity financing transactions that occurred during this period. Please refer to ASC 505-10-50-2 for guidance.
Answer to Comment 2:The disclosure listed in Comment 2 has been added to the revised registration statement.
| Respectfully submitted, | ||
| /s/ Ken Bart | ||
| Ken Bart | ||
| Bart and Associates, LLC | ||
| Attorney for AFS Holdings, Inc. |
