February 13, 2019
Paul Moody
Chief Executive Officer
Quick Start Holdings, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Re: Quick Start Holdings, Inc.
Registration Statement on Form 10-12G
Filed January 10, 2019
File No. 000-56016
Dear Mr. Moody:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Registration Statement on Form 10-12G
Directors and Executive Officers
Prior and Current Blank Check Company Experience, page 9
1. We note that Paul Moody and/or Jeffrey DeNunzio are or were also
executives, directors
and/or significant shareholders of other public blank check and shell
companies such as,
Fast Lane Holdings, Inc., NL One Corporation, and Stemcell Holdings, Inc.
Please
disclose your promoters' prior performance history with such registrants,
including the
following:
The registrant's name;
The initial filing date;
Your promoters' relationship with the registrant;
Whether the registrant has engaged in a business combination;
Paul Moody
FirstName LastNamePaul Moody
Quick Start Holdings, Inc.
Comapany NameQuick Start Holdings, Inc.
February 13, 2019
February 13, 2019 Page 2
Page 2
FirstName LastName
Whether the registrant registered any offerings under the
Securities Act; and
Whether any transaction resulted in termination of your promoters'
association with
any blank check or shell company, including the date of such
transaction, the nature
and dollar amount of any consideration received, the amount of any
retained equity
interest, and the identity of any successor entity.
Certain Relationships and Related Transactions, and Director Independence, page
12
2. Please state the names of your promoters. We note your disclosure on
page F-7 that Jeff
DeNunzio received founder shares. See Item 404(c)(1)(i) of Regulation
S-K and the
definition of promoter in Rule 12b-2. Also disclose the company s
transactions with any
promoter. For example, we note your disclosure on page F-10 that Paul
Moody paid
expenses on behalf of the company totaling $1,376 as of October 31,
2018. See Item
404(d) of Regulation S-K.
Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder
Matters, page 12
3. Please clarify, if true, that your common stock is quoted on the Pink
market.
Description of Registrant's Securities to be Registered, page 13
4. We note that your amended and restated certificate of incorporation
identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
any "derivative action." Please disclose this provision in the filing,
as well as whether this
provision applies solely to state law claims. If it does not apply
solely to state law claims,
then please note that that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder and Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder. If
this provision is intended to apply solely to state law claims, please
also ensure that the
exclusive forum provision in the amended and restated certificate of
incorporation states
this clearly.
Exhibits
5. Please file your bylaws as an exhibit. See Item 15(b) of Form 10 and
Item 601(b)(3)(ii) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Paul Moody
Quick Start Holdings, Inc.
February 13, 2019
Page 3
You may contact James Giugliano at 202-551-3319 or Craig Arakawa at
202-551-3650 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald Alper at 202-551-3329 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNamePaul Moody
Division of
Corporation Finance
Comapany NameQuick Start Holdings, Inc.
Office of Beverages,
Apparel and
February 13, 2019 Page 3 Mining
FirstName LastName