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CROWDFUNDINGLAWYERSi
1ROWBRIDGE SIDOTI LLP
November 13, 2018
Eugene Trowbridge, CCIM
Partner VIA EDGAR
______________
Re: Elegance Spirits, Inc.
Jillian Sidoti, CCIM Offering Statement on Form
1-A
Partner File No. 024-10879
______________
Dear Mr. Burr and Ms. Lippmann,
Nancee Tegeder
Associate Attorney The attached documents are in response
to your oral comment received in October 2018. These
documents have also been
provided to FINRA for review.
Jonathan Nieh The Company believes these documents
are sufficient to show that Cloverfield Capital Corp. and
Associate Attorney VC Media Partners are not acting as
broker-dealers under the Securities Exchange Act of 1934.
______________ We hope this satisfies your comment.
Thank you for time. Please inform the
Company and me when the Company may request
______________ qualification.
Sincerely,
Mailing Address:
38977 Sky Canyon Drive
Suite 101
Murrieta CA, 92563
Email:
company@crowdfundinglawyers.net
Office: Jillian Ivey Sidoti, Esq.
(323) 799-1342 Securities Counsel for the Company
Website:
www.CrowdfundingLawyers.net
Attachments: Affidavit of VC Media
Partners, LLC
VC Media Partners Engagement Letter
(Amended as of 10/17/2018)
Affidavit of Cloverfield Capital Corp.
esi_corresp.htm
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VCMEDIA
- P
QT"1ERS -
Affidavit of VC
Media Partners, LLC
J, Cati Daws.on, as a managing member of VC Media Partners.
LLC hereby deciare as follows;
1. VC Media Partners iole rok! in re1erence to thE!
engagement letter'With El~ance Spirits, tnc. ls
ma:tketlng advlsory-servlc&.$,
2, VC Media Piutners is not engaged in rrv sales
functions.
3. VC Media Parl'ners compensation iS NOT tied to the
outcome of the raise.
4. At no point has VC Media, or at1y person related to or
affiliated with VC Media, spoken to or
communicate-cf with any ~rson or entity about investing
in Elegance Spirits, Inc.
5. At no point has VC Media Partners. o, any person
r&lated lo or afflilated with VC Media. accepted
any Investment with respect to Elegance Spirits,
Int- or company
Executed on October 17, 2018 at Los Angeles, Cafifomia
Cart Dawson. Managl'lg Member of vc Media Pennel'$..
LLC
Ar.Olil/yj)OOICGf llel~fQ.lmp~nglt'ls
o:tl~ Y4''i5U arl'f 11Te-i6&1 1';l)' ,:/ ~& 1fl0, .CUfl
..tcr..;111111 l!'lflC:oX'IJMf:ntlov.t't:t ll'a Uf!6~
iuU:t~ am! 1101 me 11111titJnegs aocur&c, ex
,;,adtyd.Nttcctm!N.
STATE OP CALIFORNIA
COUNTY OF LOS ANGELES
Subscnllecl and sworn to (or affirmed) betbre me on this 11
of October. 2018, by CARL
VASHAWN DA \VSON, proved to me on the basis of
satisfactory evidence to be the person
who appeared before me.
PAOLORU(i!NO
IIC>l:l1y P11t1 Ctl'!OtlS&
Notary Public
Co~1::~~ i~~1itl
~1,cnmm h:111ru-Oc.1 '4,202v
f
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VCMEDIA
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VC MEDIA PARTNERS ENGAGEMENT lfTTfR
(AMfNOfO 10/17/2018}
Europa Group USA UC
10/18/2018
Dear Raj.
Thr5 amended engagement letter confirms the understanding and
agreement {the "Agreement")
between VC Media Partners {"VCMP", Company) and Europa Group
("CLIENT", Cl tent) regarding the
retention of VCMP as of 10/18/2018 as its marketing advisor
for t he purposes set forth herein. This
Agreement re-places and supersedes i n its entirety the
Agreement executed by VCMP a.nd the CLIENT on
or about 3/13/2018 and the Amended Agreement executed by VCMP
and the CLIENT on or about
7/31/2018.
Under this Agree,:nent VCMP will provide various marketing
advisory services to CLIENT. Such services
w ill include, but not be limited to, services in connection
with CLIENT offering ("Offering") to raise up to
$SO mitlK>n via Regulation A+.
The marketing advisory services to be rendered byVCMP
include, at CUENT's request, the following:
SERVICES INCLUDED: PHASE 1 & PHASE 2
Phase 1 {Production & Market Test):
a) In conjunction with outside Counsel Completion of CLIENT
filing{s} to SEC for approval(s) including
those offering documents necessary for a qualified
Regulation A+ ner 2 filing with the SEC.
b} In conjunaion with outside Auditor Audit overview and
compliance {O.IENT to Pay CPA firm Directly)
c) Roadshow Deck Creation/ Print
d) Produce promotM>nal materials
e) Cleate Elegance Vodka Website
f) Create Intake Script & intake Call Center Development a nd
Management
g) Pre-and Post.Production a nd Dub houses to ship aeatives
to TV stations & outlets
h} Web inta.ke portal a nd Graphic Development for investment
procurements
i} Develop QC Department/ Call Quality Control Ma nagement
j} Develop Logistics, Inventory, FulfiUment, CRM, Database
Management, Call Tracking, a nd Push Real
time Reporting
k) Begin Testing the Waters: Launch Media Blitz to determine
CPA and expected Campaign Raise Goal
ETA
I. Media Blitz: 2 to 4 Week National TV & if needed;
Radio, PR Digital
Phase 2 (Full Rollout):
a) Track & Adjust and pace campaign to hit Campaign Raise
Goal
b) Cont inue Media Blitz based off proven CPA/CPC metrics t o
reach Campaign Raise ~ I
I. Ongoing Peak National TV/ Radio/ PR/ Oijgital
tampaijg:n Media Push
c) Monitor Daily Sales with Tracki:ng, Reporting and QC
feedbadt
d) Realign Media Strategy with the CPA metrics
t. Ongoing Peak National TV/ Radio/ PR/ Digital
Campaijgn Push
e) Broker / Dealer Cont inue Push to Market
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VCMEDIA
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FUS:
The Fee for of this agreement is $150,000to caverfim t hree
tie-rs inclusive ofSSO,OOOfor legal, $100,000
for the full media blctz. equal to a total of $250,000 see
table below for payment schedule.
VCMP will receive between 59' and 139' of the total final
number of shares issued under the raise in the
in the form of Warrants in t he '"CLIENT", for .senrices
rendered and not performance based~
Findl f..,I:!. ~fuo,i.. llk' ldunU, v r Ph d::00: 2 dlJ
dl.l\Jt.'$1'.lum lV l llh Cl~J..-.:Orutml will"'"" ..a. .. n..,... lv ~.., 1y
vulliu...
warrants, cost per investor inquiry, and any other items not
d eartv identified herein.
1. Compa ny estimates, and O ient ad:nowtedges that the
Fee is reasonable for the matter coOJered
by this Agreement at1d agrees that no accounting as
to the Fee is required of Company. Fee is
not contingent on Client's success in raising funds
and is due regardless of whether or not Client
raises any money. VC Media is not broker dealers
therefore the final fee is based on m arketing
se rvices & used as a form of payments to achieve t
he marketing goals set forth within
"Successful Media Rollout"
FEE PAYMENT SOIEDUI.E:
The Fees to be paid in advance and may be wired or direct
deposited by Client into Compa ny a ccount in
full or in accordance w ith the schedule beiow:
FEE PAYMENT SOIEDULE:
Payment bUEDate
Oevekip Media Padtage: 60sec 1V commercial, 30 min
infomercial, PR $50,000
Oueupon
development, Digital development.
signing
this
Set-up /Train Intake Calt Flow: Train Call Cente-r, QC set
up, Train Broker
agreement
Dealers or sales reps
Company Promotio~: Roadshow Oedt development, Online
investment Portal, payment gate way page set up
SEC Audit (Outside Audit Firm-Paid directly by CLIENT}
:.,S0,000 Due upon
SEC Reg A Tier 2 Offer Circular development (Outside
council)
task request
Med.a Blitz: 4-week National TV media Blitz. to determine
Cost Per Cati & SS0,000 Due
upon
Average tnvestment amount
task
request
Full Media Rollout: Media roll o ut across O e< 1000 1V
outlets on Cost :.,100,000
Oueupon
Per Call TBO after 4-wffk Media Blitz
task
request
Cost Per Call (CPC}: Weekly additional payment will be made
after the Cost Per Call Weekly
cost-per-call is measured and the Testing t he Waters phase
is complete Billable
for
per the investor traffic def1Vered.
investor
calls
NOTE: CUENT must maintain TV media going forwa rd on a Cost
Per Call received
the
to hit ,.;.. goal. Upon SEC approved CLIENT can use
incoming
previous
investments to cover media cost. Based on similar offers,
the average
week.
CPC ranges betWeen SSO to $100
Addendum: Reflecting addendum will be sent for approval
before launch
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VCMEDIA
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-
PARTNERS -
VENUE AND
CHOICE OF LAW
Any dispute related to this Agreement .shall be subjea to
alternative dispute resolution and/or litigation
in fh,p !;t::1tP nf f'Alimmi;:i, ' A C'.noMy fhp l;:1.w<t
rd thP. ~ t P nf f'..111lifnrn.i;:i c:h::ill hP ;:i(lpli""1 tn ;:ill
rfi<tJ"IUfP<:;.
related to this Agreement.
EFFECTIVE DATE
This Agreement will take effect on Companies receipt of a
COPV executed by Client as described above.
Client acknowledges that d ient has read and understands this
entire Agreement. Client further
acknowledges that this document contains the entire agreement
between the pan:ies and it shall
supersede any re-presentations or promises not se-t forth
herein. This Agreement may not be modified
exupt in a writing executed by Company and Oient.
Force Majeure; Substantial Damage In the event that either
party to this Agreement is unable to perform
its obligations here-under or to enjoy any of its benefits
because of S'U.bstantial damage ' destruction to
the venue or organization due to any cause, a natural
disaster, or action or decree of governmental body
with appropriate jurisdiction (hereinafter referred to as a
"force Majeure Event"), the party that has been
so affected shall immediately give notice to the other party
of sueh fact and shall do everything possible
to resume its pe,rformance. If the pa.ny is unable to
perlorm, the party that received such notice may
terminate this Agreement by giving nottee thereof to the
party unable to perform because of soch Force
Maje- Event.
ure
Indemnification. Each party hereto shall indemnify and hold
the others (hereinafter the ,... mdemnified
parties"') harmless from any and a ll losses, claims,
actions, damages, and expenses arising o ut of or
resulting from every act Of omtSSion of the indemnifying
party or any of its officers or employees under
this Agreement. ln the event that any suit based upon any
such loss, claim, action, damage, or expense is
brought against the indemnffied parties, the indemnifying
party, upon notice of the commencement
thereof, shall defend the same at its sole cost and expense;
and if final judgment be adverse to the
indemnified parties or the indemnified parties and the
indemnifying party, jointly the indemnifying party
shall promptly satisfy the same.
Altematiw Dispute Resolution. Mindful of the high cost of
fitijgation, not only in dollars, but also in time
and energy, the panies intend to and do hereby establish the
foUowing out-of<0urt alternate dispute
resolution procedure to be followed in the event any
controversy or dispute shoukl arise out of or relating
to this contract or relating to any change orders oc other
changes or addendums to this contratt.
If a dispute develops between the parties to this contract,
they will sutmit to mediation to address any
controversy or d ai:m arising out of Of relating to this
contract or relating to any change orders or other
changes or addendums to this contract. Prior to the beginning
of the mediation process, the parties may
agree that if there are one or more disputed items that
remain unresotved at the end of the mediation,
the parties will proceed with binding mediation where the
mediator will render a final and binding
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VCMEDIA
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decision on those unresolved items, or the pan:ies may elect
to submit the remaining unresolved items to
a med-
arb procedure where a new and separate binding arbitration
session will be scheduled to .sen.le any
unresolved issues remaining after the mediation session has
been concluded. The parties must mutually
agree to utilize binding mediation or arbitration, or the
parties will be bound only to panicipate in the
mediation process. The mediation and/ or arbitration shall be
conducted by and according to the
Mediation and/rx Arbitration Rules and Procedures of JAMS.
Both panie.s shall share the cost of the
dispute resolution process equally up to and including the
mediation settlement agreement or arbitration
award although penonal attorneys and witnesses or specialists
are the direct responsi.bility of each party
and their fees and expenses shall be the responsibility of
the individual parties. As pa.rt of the decision of
the mediator in binding mediation or as part of the
Arbitration Award, the mediator or arbitrator shall
award the prevailing patty reasonable attorney's fees and
reasonable expenses in any manner in which
the medfatoror arbitrator feels is fair and equitable to the
parties. The Mediation Settlement Agreement
and/or Arbitration Award shall be binding on the parties and
shall be enforceable in any court of
competent jurisdiction.
Assignments. No assignment of the rights associated with the
sponsorship herewith and otherwise
granted herein shall be effective without the prior written
approval of the Company, as appropriate,
whose approval shall not be unreasonable withheld; provided
that a party's approval or disapproval of
an assignment shall be based solely on the financial and
operational capacity of the proposed assignee to
perfom, the obligations it w ould assume were approval
gra.nted for S'Uch assigrment.
NotiGeS. Any notice or communication to be given by one party
to the other under this Agreement must
be in writing; and if given by registered or cenifa.ed mail,
such notice or communication shall be deemed
to have been given and received when a r~ered or certified
letter containing such notice '
communication, properly addressed, with postage prepaid, is
deposited in the United States mail, but if
given otherwise than by registered cenified mail, it shall
be dee-med to have been given when received
by the party to whom it is addressed. Such notices or
communications shall be delivered or Sellt to the
addresses each party specifies in writing upon execution of
this Agreement.
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VCMEDIA
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- PARTNERS -
NOTICE TO CLIENT
Do not sen and initial this Agreement before you read it.
This is a lecatly binding contract. You are
encouraged to seek the advice of independent counsel with
regard to the terms and conditions of this
Agreement. Your signature below indicates that you have
sought such advice or that you are wahtiog your
right to do so.
If required, we can also send a campaign memo to you every
week/month/quarter which details
campaign progress.
If you agree that the foregoing fairly sets out your
understanding of our mutual responsibilities, please
sign a copy of this agreement in the space indicated below.
SIGNATURES
By: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Dated: _ _ _ _ _ _ _
_ _ __
(Cliont)
By:_~C ,__ ~-------
~ Q-t/
4 __
_
Dated: 10118/2018
vc Media Partners, LLC (Company)
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VCMEDIA
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- PARTNERS -
Appendix A:
Vt.:MY ts not a t5r0ker-Oealer or Attorney.
{"CLIENT Inc) agrees to retain own ("Attorney"} for the
following legal matter:
Offering Documents ("Offering Documents"') and legal services
necessary for a qualified Regulation A+
Tter 2 filing with the SEC.
SERVICES NOT PROVIDED BY VCMP:
Formation of a new company (if necessary)
File necessary doet1ments with the Secretary of State
Enli sting services of registered agent
Draft Multi-Member Operating Agreement or Bylaws
Any other agreEment betwee-n the Company and its
members or shareholders, appropriately
addressed in the Operating Agreement or Bylaws
Drafting of the Form 1-A al)owing an offering amount
of up to SSO,CXXl,000 ("MaximlXll Offering
Amount")
Consultation with O ieot about securities rules,
regulations, and disclosure obligations
Subscription Agreement compfying w ith Regulation A
and containing necessary representations
and warranties
Customized Risk Factors
Draft and File Securities Filings with SEC
Answer of all and any comme,nts from the SEC until
qualrfic:ation is granted.
Review and filing of au testing the waters
adve,rtising and post qualification advertising.
Introduction to and communication w ith othff
required profess.Onats including transfer age,nt
and aud..tor.
Litigation se-rvices of any kind, whether in court,
arbitration, administrative hearings, or
government agency hearings.
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VCMEDIA
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- PARTNERS -
Exhibit A:
WIRE TRAN.SFER
INSTRUCTIONS
Please include following information on all wire transfers to
our bank account:
REMITlOBANtNAME WElLS
FARGO
--
BANtADDRESS
WIRE ROU1lNG
M:H-.
6001
TOPANGA CANYON RO WOOOOLANO HILLS
CA91367
***
***
***
SWIFflRIMER ***
RIR CRBllTlO VC
MEDIA PARTNERS, LLC
REH..:E(EX: INVOICE NUWIER)
AMJUNTAM>QJIIIIEM:Y
Please contaa our Accounting DEPT at {800)2924481 o r by
email at ac Puotioe@yqgedianaaoern COOJ
should you have any questions encounter any difficulties.
Much appreciated in advance!
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OOCI.IS!gn EnvdopelO: 528ASCF....W20,,4883"&lE1~ S83A02BBCF
CLOVERFIE.LD CAPITAL CORP,
CLOVERFIELO CAPITAL CORP
TORRE DE LAS AMERICAS
PUNTA PACIFICA PISO B 402
PANAMA
REPOBUCA DE PANAMA
Date: 7111 October 2018
To: United States Financi al Industry Regulatory
Authority (FINRA)
I, Tom Nadav of 48/56 Miitary Road, Dover
Heights, 2030, Australia, h8feby acknowledge that I am a
sharehdder in and control CLOVERFIELD CAPITAL
CORP. and confirm the following:
I am not a United State, person:
CL OVERFIELD CAPHAL COOP. is not a United
States person, corporation, partnetship, or other
orgenization organized under United States
l8'W$;
Cl OVERFIELD CAPITAL CORP. is not a broker
dealer, nor is it soliciting investm ent from any
person, cocporation, partnership, or other
organization in the United States; and
CLOVERFIELD CAPITAl CORP. is not aiding the
company in raU"lg capital through the Pf0po&ed
Regulation A+ ner 2 Offering,.
CLOVERFIELO CAPITAL CORP. ls solely e,,gage<i by
ELEGANCE SPIRITS, ..C. 10pro-,lde maoageme,,t
$ervices, advisory Mlrviccs and M&A advi&ory
throughout its life cycle:.
Slnoerely,
1-0ocuSigned by:
~~.~
Tom Nadl:v (Charttred Acc.ountant)
For Md on bel\81 or:
CLOVERFIELO CAPITAL CORP
TORRE DE LAS AMERICAS
PUNTA PACIFICA PISO B 402
PANAMA
REP0BUCA DE PANAMA