 | 1345 AVENUE OF THE AMERICAS, 11THFLOOR |
| NEW YORK, NEW YORK 10105 | |
| TELEPHONE: (212) 370-1300 | |
| FACSIMILE: (212) 370-7889 | |
| www.egsllp.com |
VIA EDGAR
June 10, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Transportation and Leisure
100 F Street, N.E.
Mail Stop 3561
Washington, D.C. 20549
Attn: Anne Nguyen Parker, Assistant Director
| RE: | NewsBeat Social, Inc. |
Offering Statement on Form 1-A
Filed March 3, 2016
File No. 024-10529
Dear Ms. Parker:
On behalf of NewsBeat Social, Inc. (the “Company”), we hereby respond to the letter dated March 29, 2016 from you to Mr. Stanley W. Fields, Chief Executive Officer of the Company, setting forth the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in respect of the Company’s Offering Statement on Form 1-A filed March 3, 2016 (the “Original Submission”). A marked version of Amendment No. 1 to the Original Submission (the “Amended Submission”), reflecting all changes to the Original Submission, is being filed publicly with the Commission contemporaneously with the submission of this letter. For your convenience, we have recited the Staff’s comments in italicized and bold type, below, and have followed each comment with the Company’s response.
General
| 1. | We note that you have indicated in Part I that you used solicitation of interest communications in connection with the proposed offering. Please file such “testing the water” materials as exhibits or advise. |
The Company began testing the waters for its offering following the filing of its Original Submission. It has filed its testing-the-waters materials as Exhibit 13 to the Amended Submission.
| 2. | We note reference to third party information throughout the prospectus, including, but not limited to, references to information from McKinsey, IBIS and Pew. Please provide us with marked copies of any materials that support third-party statements, clearly cross-referencing a statement with the underlying factual support. Additionally, please tell us if any reports were commissioned by you for use in connection with this offering statement and, if so, please file the consent as an exhibit. |
 | Anne Nguyen Parker, Assistant Director |
| U.S. Securities and Exchange Commission | |
| June 10, 2016 | |
| Page 2 of 72 |
In response, the Company has attached, as Exhibit A to this letter, selected pages of the Amended Submission, marked with cross-references from the statements made therein that rely on third-party information, to the underlying third-party information, selected pages of which comprise the remainder of Exhibit A. The Company did not commission any industry or market reports for use in connection with the offering statement.
| 3. | Please provide us with objective support for your assertions throughout your offering circular regarding the number of views and users your news videos have garnered, the size of your audience, and the engagement rate on Facebook. For example, provide a basis for the statement “From December 2014 to December 2015, the size of our Facebook audience (i.e., the number of discrete individual user accounts given the opportunity to watch our news reports) increased 64%, to approximately 59 million a month.” To the extent you do not have independent support for these statements, please disclose the bases for your belief in the statements. |
The Company bases its assertions with regard to Facebook views, user accounts, engagement rates and other data on the information provided to the Company by Facebook through Facebook’s Business Manager portal. The Business Manager portal provides every business or other person with a Facebook page the data that Facebook collects on the reach, viewership and performance of that business or other person on Facebook. The Company has added to the offering statement screen shots from its Facebook Business Manager pages showing the Company’s daily unique reach on Facebook during each of December 2014 and December 2015. See the Amended Submission at pages 60, 61 and 62. The Company’s monthly unique reach on Facebook is not illustrated by Facebook in a similarly reader-friendly manner, but is instead reported in the form of spreadsheet information from which the Company can derive its monthly unique reach numbers. The Company has attached, as Exhibit B to this letter, pages from the spreadsheet information from which the Company derived its December 2014 monthly unique reach number (35.7 million) and its December 2015 monthly unique reach number (59.5 million). Facebook provides the information in the form of a day-to-day, rolling, 28-day unique reach lookback. The Company takes that number for the 30th day of each month as its unique reach for that month.
Part II
Offering Circular
Cover Page
| 4. | Please identify which disclosure format is being followed. See subparagraph (a)(1) of Part II of Form 1-A. In addition, please be sure to include all required information, such as your complete mailing address and telephone number. |
In response, the Company has disclosed on the outside front cover page of the preliminary offering circular that it is following the disclosure format of Part 1 of Form S-1. It has included all information required by that disclosure format in the Amended Submission. See, e.g., page 7 of the Amended Submission for the Company’s complete mailing address and telephone number.
| Anne Nguyen Parker, Assistant Director |
| U.S. Securities and Exchange Commission | |
| June 10, 2016 | |
| Page 3 of 72 |
| 5. | Please explain whether Fund America Securities will be engaged as a broker dealer for the offering. If so, please separately disclose in footnote 2 the amount of any fees that you expect to pay to Fund America, and confirm that your references to proceeds elsewhere in your offering circular reflect such fee payments. |
In response, the Company confirms that FundAmerica Securities, LLC (“FundAmerica”) has not and will not be engaged by the Company as a broker-dealer or underwriter in the offering. FundAmerica has been engaged by WR Hambrecht + Co, the Underwriter in the offering, to provide certain technology services to the Underwriter in order to facilitate the payment of funds in the offering. The compensation arrangement between the Underwriter and FundAmerica in respect of such services is disclosed in the Amended Submission on page 33 under “Underwriting – Technology and Escrow Services.”
In addition, FundAmerica has been engaged by the Company to serve as the escrow agent in the offering and will enter into an escrow agreement with the Company. The compensation arrangement between the Company and FundAmerica in respect of such services is disclosed in the Amended Submission in the second paragraph of the outside front cover of the preliminary offering circular and on page 34 under “Underwriting – Technology and Escrow Services”. Such escrow fees (up to a maximum of $55,900) are included in the Company’s total estimated offering expenses as disclosed in the Amended Submission in footnote 2 on the cover page and elsewhere in the Amended Submission, including on page 26 under “Use of Proceeds”. Such escrow fees are not material when compared to the total estimated offering expenses to be incurred by the Company. For the foregoing reasons, the Company does not believe that any additional and separate disclosures regarding FundAmerica’s fees are warranted.
Summary, page 4
Our Business, page 4
Overview, page 4
| 6. | Please clarify in the first paragraph of this section how the number of views and viewers correlate to revenue for the company, if at all. |
In response, the Company has added a new second paragraph to this section, at page 4 of the Amended Submission, and to the section entitled “Our Business – Overview”, at page 50 of the Amended Submission.
Coverage, page 6
| 7. | You disclose that you gather and distribute a high volume of news each day at a low cost. Please explain in this section how this occurs. If you are reliant on third party sources for content, state that in the disclosure. Also, please explain how many of your employees are journalists or reporters, and how many work in each of your locations. Here or in the Workflow section on page 50, please disclose the reasons that you are able to “deliver over fifty news reports per month for every full-time equivalent newsroom employee, for less than $100 per report.” If direct reporting is not a significant part of your business because you are essentially packaging existing reports for delivery on your platform, please clarify that in the disclosure. |
| Anne Nguyen Parker, Assistant Director |
| U.S. Securities and Exchange Commission | |
| June 10, 2016 | |
| Page 4 of 72 |
In response, the Company has revised its disclosure in the Summary section inside the Cost Structure bullet, at page 4; in the Summary section under the Coverage subheading, at page 6; in the Our Business section inside the Cost Structure bullet, at page 50; in the Our Business – Our Solution section under the Coverage subheading, at page 54; and in the Our Business – Our Operations and Expansion – Organization section, at page 55.
Risk Factors, page 10
| 8. | We note your disclosure that you currently have no access to bank credit and that your current cash on hand will fund your operations through June 30, 2016. If you believe that it would be difficult for the company to gain access to credit, include a risk factor addressing that risk. |
In response, the Company has revised its risk factor disclosure. See the Amended Submission at page 13.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21
Plan of Operations, page 36
| 9. | We note your disclosure that your news gathering and distribution offers a disruptive alternative to the model followed by most of the global news industry. Please tell us how you generate content, whether you are to some degree reliant on the existing global news industry for global reporting, and what the cost of replacing content from third party sources with company generated content would be. Expand your disclosure to explain how you gather international news, given that three of your four locations are in the United States. Clarify how you will use “remote bureaus and global operations,” and if such bureaus and operations are not currently part of the company, amend your disclosure to explain this statement. |
In response, the Company has clarified how it gathers and distributes news from around the world, in the Summary section inside the Cost Structure bullet, at page 4; in the Summary section under the Coverage subheading, at page 6; in the Our Business section inside the Cost Structure bullet, at page 50; and in the Our Business – Our Solution section under the Coverage subheading, at page 54. In addition, the Company has disclosed its plans for an “on-demand” model for news gathering, which would operate, as conceived, on an international basis. See the Amended Submission at pages 62-63, under the sub-heading “An on-demand model for news gathering”. Moreover, as the Company has disclosed in the Amended Submission on page 71, under the sub-heading “Subscriptions: Syndication”. the Company it expects to syndicate its news reports on other businesses’ websites. The Company expects that at least some of these businesses will be print and other journalism businesses (many of which have historically found it difficult to produce their own video content at affordable prices), and the Company believes that, with such businesses, it may be able to partner to generate news reports as well as ad and other revenues. Finally, we have revised the disclosure that formerly referred to “remote” bureaus and “global” operations; see the Amended Submission at page 58, under the sub-heading “Keep News Gathering Costs Low”.
| Anne Nguyen Parker, Assistant Director |
| U.S. Securities and Exchange Commission | |
| June 10, 2016 | |
| Page 5 of 72 |
| 10. | Please provide the expected timeline for your proposed activities. |
In response, the Company has revised its disclosure to address the expected timing of its proposed activities. See the Amended Submission at pages 62, 63, 68, 70, 71 and 72.
Exhibits
| 11. | Please be sure to file all required exhibits, such as the subscription agreement. |
In response, the Company has filed with the Amended Submission all required exhibits that are currently ready for filing.
* * * * *
In addition to the foregoing, on behalf of the Company, we acknowledge that:
| · | should the Commission or the Staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the Staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert Staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions relating to the foregoing, please do not hesitate to contact me at any time at (646) 895-7112 (direct), (212) 370-1300 (reception), or (917) 882-2727 (mobile), or at my email address,rbaumann@egsllp.com.
| Very truly yours, | |||
| /s/ Richard Baumann | |||
| Richard Baumann |
| cc: | Julie Griffith, U.S. Securities and Exchange Commission |
Stanley W. Fields, NewsBeat Social, Inc.
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Exhibit A
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Exhibit B
| Date | Lifetime Total Likes | Daily New Likes | Daily Unlikes | Daily Page Engaged Users | Weekly Page Engaged Users | 28 Days Page Engaged Users | Daily Total Reach | Weekly Total Reach | 28 Days Total Reach |
| Lifetime: The total number of people who have liked your Page. (Unique Users) | Daily: The number of new people who have liked your Page (Unique Users) | Daily: The number of Unlikes of your Page (Unique Users) | Daily: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | Weekly: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | 28 Days: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | Daily: The number of people who have seen any content associated with your Page. (Unique Users) | Weekly: The number of people who have seen any content associated with your Page. (Unique Users) | 28 Days: The number of people who have seen any content associated with your Page. (Unique Users) | |
| 12/1/2014 | 2120244 | 2414 | 140 | 266234 | 1575588 | 6036021 | 3916648 | 15924441 | 49868479 |
| 12/2/2014 | 2122554 | 2477 | 142 | 252678 | 1507759 | 5921304 | 3234800 | 15235370 | 48771052 |
| 12/3/2014 | 2124950 | 2580 | 139 | 266582 | 1481377 | 5839444 | 3335387 | 15044622 | 47829195 |
| 12/4/2014 | 2127508 | 2714 | 177 | 254531 | 1478747 | 5763689 | 3231923 | 15052657 | 46971399 |
| 12/5/2014 | 2130551 | 3140 | 146 | 292206 | 1508252 | 5693022 | 3586106 | 15341931 | 46158988 |
| 12/6/2014 | 2134063 | 3647 | 130 | 273378 | 1522190 | 5645089 | 3648602 | 15516916 | 45548704 |
| 12/7/2014 | 2137645 | 3720 | 116 | 258846 | 1544407 | 5620368 | 3907407 | 15796690 | 45084458 |
| 12/8/2014 | 2141175 | 3763 | 137 | 287266 | 1567724 | 5617341 | 4090833 | 15922837 | 44639263 |
| 12/9/2014 | 2143816 | 2779 | 174 | 224186 | 1543507 | 5581232 | 3252324 | 16055652 | 44145701 |
| 12/10/2014 | 2145129 | 1464 | 157 | 91960 | 1399408 | 5458333 | 2378475 | 15445201 | 43515645 |
| 12/11/2014 | 2146474 | 1480 | 134 | 86699 | 1263106 | 5304176 | 2195612 | 14925191 | 42756004 |
| 12/12/2014 | 2148403 | 2014 | 155 | 117946 | 1129430 | 5149342 | 2603636 | 14468850 | 41988044 |
| 12/13/2014 | 2150587 | 2264 | 166 | 134152 | 1015823 | 4985797 | 3083511 | 14180897 | 41061583 |
| 12/14/2014 | 2152881 | 2470 | 150 | 124944 | 899550 | 4848077 | 3555487 | 13907381 | 40418089 |
| 12/15/2014 | 2155216 | 2460 | 148 | 134031 | 763641 | 4719431 | 3764774 | 13741150 | 39957970 |
| 12/16/2014 | 2157608 | 2569 | 179 | 139672 | 693792 | 4591189 | 3503414 | 13773856 | 39486399 |
| 12/17/2014 | 2160106 | 2707 | 177 | 196374 | 794917 | 4499130 | 3183758 | 14356172 | 39168140 |
| 12/18/2014 | 2162986 | 2967 | 160 | 253765 | 940002 | 4465952 | 3525543 | 15103804 | 38874510 |
| 12/19/2014 | 2165657 | 2799 | 172 | 251270 | 1051198 | 4410900 | 3091400 | 15416184 | 38396181 |
| 12/20/2014 | 2168275 | 2807 | 177 | 230891 | 1133168 | 4355069 | 3028183 | 15383992 | 37967961 |
| 12/21/2014 | 2170879 | 2737 | 157 | 208079 | 1196300 | 4302422 | 2922669 | 14962330 | 37525845 |
| 12/22/2014 | 2173359 | 2741 | 240 | 233163 | 1264776 | 4258017 | 3378951 | 14563110 | 37240069 |
| 12/23/2014 | 2175762 | 2493 | 173 | 213784 | 1305328 | 4185925 | 2912882 | 13860646 | 36739528 |
| 12/24/2014 | 2178146 | 2641 | 231 | 190899 | 1304367 | 4137572 | 2831248 | 13375963 | 36530291 |
| 12/25/2014 | 2180476 | 2545 | 226 | 201076 | 1268951 | 4111875 | 3063154 | 13027495 | 36526123 |
| 12/26/2014 | 2183045 | 2666 | 148 | 193358 | 1235178 | 4095640 | 3068108 | 13103182 | 36561550 |
| 12/27/2014 | 2185483 | 2641 | 175 | 188616 | 1197859 | 4053504 | 2696326 | 13088617 | 36354373 |
| 12/28/2014 | 2187839 | 2504 | 166 | 182830 | 1176303 | 4012412 | 2944436 | 13112985 | 36084062 |
| 12/29/2014 | 2190127 | 2414 | 174 | 182427 | 1144232 | 3963021 | 3034888 | 12958144 | 35725460 |
| 12/30/2014 | 2192344 | 2555 | 279 | 234120 | 1164217 | 3950878 | 3274572 | 13219695 | 35687525 |
| 12/31/2014 | 2195098 | 2997 | 212 | 236746 | 1198904 | 3934825 | 3712520 | 13841629 | 35,765,381 |
| Date | Lifetime Total Likes | Daily New Likes | Daily Unlikes | Daily Page Engaged Users | Weekly Page Engaged Users | 28 Days Page Engaged Users | Daily Total Reach | Weekly Total Reach | 28 Days Total Reach |
| Lifetime: The total number of people who have liked your Page. (Unique Users) | Daily: The number of new people who have liked your Page (Unique Users) | Daily: The number of Unlikes of your Page (Unique Users) | Daily: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | Weekly: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | 28 Days: The number of people who engaged with your Page. Engagement includes any click or story created. (Unique Users) | Daily: The number of people who have seen any content associated with your Page. (Unique Users) | Weekly: The number of people who have seen any content associated with your Page. (Unique Users) | 28 Days: The number of people who have seen any content associated with your Page. (Unique Users) | |
| 12/1/2015 | 2736417 | 2357 | 702 | 311130 | 1624084 | 6855958 | 3,589,659 | 14,607,242 | 52,659,272 |
| 12/2/2015 | 2737531 | 2464 | 700 | 350785 | 1631175 | 6701874 | 4,646,631 | 15,240,177 | 52,242,955 |
| 12/3/2015 | 2740469 | 3076 | 671 | 691693 | 1987938 | 6788614 | 7,447,908 | 17,954,860 | 52,705,997 |
| 12/4/2015 | 2743264 | 3397 | 740 | 759078 | 2435661 | 7090206 | 7,470,961 | 20,849,094 | 54,091,165 |
| 12/5/2015 | 2745420 | 3159 | 850 | 665851 | 2753444 | 7404991 | 6,995,627 | 23,117,397 | 55,765,915 |
| 12/6/2015 | 2747616 | 2807 | 794 | 625960 | 3106031 | 7711095 | 6,800,710 | 25,630,258 | 57,817,002 |
| 12/7/2015 | 2749539 | 2566 | 611 | 527451 | 3418862 | 7973237 | 5,627,976 | 27,961,618 | 59,591,896 |
| 12/8/2015 | 2751250 | 2373 | 550 | 472039 | 3581118 | 8131756 | 5,461,233 | 29,532,057 | 60,893,943 |
| 12/9/2015 | 2752589 | 1842 | 530 | 367949 | 3595236 | 8147840 | 3,980,504 | 29,444,106 | 61,351,428 |
| 12/10/2015 | 2754001 | 1789 | 409 | 256860 | 3210745 | 8143343 | 3,554,537 | 27,358,195 | 61,704,061 |
| 12/11/2015 | 2755255 | 1684 | 413 | 226437 | 2722541 | 8046172 | 3,611,216 | 25,171,671 | 61,699,030 |
| 12/12/2015 | 2756730 | 1850 | 418 | 252832 | 2339818 | 7764149 | 3,768,341 | 22,953,978 | 60,666,364 |
| 12/13/2015 | 2758098 | 1725 | 368 | 226515 | 1959437 | 7532645 | 3,875,081 | 20,641,667 | 59,954,378 |
| 12/14/2015 | 2759251 | 1578 | 415 | 238087 | 1660614 | 7222990 | 3,722,232 | 18,619,404 | 57,982,499 |
| 12/15/2015 | 2760380 | 1512 | 392 | 239322 | 1446689 | 6892871 | 3,566,492 | 17,295,458 | 55,046,193 |
| 12/16/2015 | 2761292 | 1328 | 406 | 235844 | 1335666 | 6670559 | 3,402,366 | 16,710,573 | 53,012,288 |
| 12/17/2015 | 2737075 | 1440 | 366 | 269108 | 1327359 | 6535672 | 3,530,280 | 16,423,302 | 51,752,314 |
| 12/18/2015 | 2764305 | 2350 | 411 | 407141 | 1456611 | 6568608 | 4,452,785 | 16,531,959 | 51,769,737 |
| 12/19/2015 | 2766520 | 2538 | 419 | 388876 | 1578825 | 6628504 | 4,892,022 | 17,209,912 | 52,353,433 |
| 12/20/2015 | 2768127 | 1961 | 335 | 293207 | 1645113 | 6690941 | 4,259,621 | 17,482,129 | 53,052,695 |
| 12/21/2015 | 2770588 | 2819 | 428 | 377541 | 1761828 | 6792096 | 4,097,050 | 17,587,541 | 53,426,580 |
| 12/22/2015 | 2773311 | 3197 | 448 | 411228 | 1907045 | 6910334 | 5,050,123 | 18,036,932 | 54,000,309 |
| 12/23/2015 | 2775691 | 2855 | 451 | 432272 | 2043289 | 6963799 | 5,750,899 | 19,537,648 | 55,139,316 |
| 12/24/2015 | 2777523 | 2270 | 448 | 393653 | 2120481 | 6989926 | 4,446,688 | 19,913,940 | 55,264,501 |
| 12/25/2015 | 2780311 | 3164 | 414 | 435527 | 2163983 | 7064443 | 4,870,937 | 20,443,601 | 56,091,295 |
| 12/26/2015 | 2783288 | 3334 | 397 | 478390 | 2226308 | 7147020 | 5,063,227 | 20,831,722 | 56,913,174 |
| 12/27/2015 | 2786039 | 3103 | 381 | 370928 | 2301754 | 7246248 | 4,955,088 | 21,234,096 | 58,005,817 |
| 12/28/2015 | 2787982 | 2291 | 373 | 318641 | 2283906 | 7332245 | 4,238,672 | 21,465,571 | 58,727,539 |
| 12/29/2015 | 2791254 | 3690 | 468 | 541771 | 2368921 | 7481681 | 5,409,418 | 21,839,525 | 32,601,595 |
| 12/30/2015 | 2793694 | 2892 | 492 | 492351 | 2392202 | 7363093 | 5,330,066 | 21,299,082 | 59,540,404 |
| 12/31/2015 | 2795560 | 2494 | 492 | 402499 | 2388965 | 7067345 | 4,968,552 | 21,441,414 | 58,098,827 |