March 11, 2019
Reinis Kosins
President
Crucial Innovations, Corp.
Xibahe Beili 25
Beijing, China 100096
Re: Crucial Innovations, Corp.
Registration Statement on Form S-1
Filed February 13, 2019
File No. 333-229638
Dear Mr. Kosins:
We have reviewed your registration statement 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 13, 2019
Cover Page
1. It appears that your company is a "shell company" as defined in Rule 405
of Regulation
C. In this regard, we note that your company has had only nominal
operations and
minimal assets since inception. Please revise the cover page of your
prospectus to
prominently disclose that you are considered a shell company and discuss
elsewhere the
resale limitations imposed by Rule 144(i) due to your shell company
status.
2. Disclose that Reinis Kosins, your officer and director, will sell the
shares on behalf of the
company shares in reliance on the safe harbor from broker-dealer
registration under Rule
3a4-1 of the Securities Exchange of 1934.
Reinis Kosins
FirstName LastNameReinis Kosins
Crucial Innovations, Corp.
Comapany2019
March 11, NameCrucial Innovations, Corp.
March 11, 2019 Page 2
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FirstName LastName
3. Please revise to state, in addition to there being no minimum amount
of common
stock that must be sold by the company, that the proceeds from the
offering will not be
placed in escrow but will be immediately available for use by the
company. Clearly
disclose that you may receive no proceeds or very minimal proceeds
from the offering and
potential investors may end up holding shares in a company that:
has not received enough proceeds from the offering to begin
operations; and
has no market for its shares.
Also, highlight that your common stock will be an illiquid security
without an active
trading market.
Risk Factors, page 4
4. Please discuss the risk that, because the company and officer reside
in China outside the
United States, investors may have limited legal recourse against them
including
difficulties in enforcing judgments made against them by U.S. courts.
Use of Proceeds, page 11
5. We note that Reinis Kosins advanced $14,673 to the company for set-up
expenses.
Disclose whether you intend to repay this advance with proceeds from
the offering.
6. In addition to the table on page 11, please provide a narrative
summary of your expected
use of proceeds, including how each level will or will not advance
your planned
operations. To the extent you provide this detailed disclosure
elsewhere in the prospectus,
you may provide a descriptive cross-reference to that disclosure.
Employees, page 16
7. You state that you have no employees. However, your website indicates
that you have
eight tutors working for you. Please revise to clarify if this is the
case. Also clarify the
nature of the contractual relationship between you and your tutors.
Election under 107(b) of the JOBS, page 19
8. You state here that you have elected not to adopt the extended
transition period allowed
Emerging Growth Companies under Section 107(b) of the JOBS Act. This
contradicts
your statement on page 10 that you have elected to take advantage of
the extended
transaction period. Please revise to reconcile these disclosures.
Plan of Operation, page 20
9. Please revise to clarify and discuss in more detail your plan of
operation in the form of
milestones, indicating the specific steps needed to make the company
operational and
generating revenues, the timing of those steps in weeks, months, or
quarters, the costs, the
Reinis Kosins
FirstName LastNameReinis Kosins
Crucial Innovations, Corp.
Comapany2019
March 11, NameCrucial Innovations, Corp.
March 11, 2019 Page 3
Page 3
FirstName LastName
source of funds and the expected date of first sales. Explain clearly
what steps you have
taken to date and which steps remain to be implemented.
10. Please clarify what the "executed service contracts" are that you
refer to at the bottom of
page 21.
Liquidity and Capital Resources, page 22
11. You state that there is no contract relating to Mr. Reinis Kosins's
lending of funds to the
company. Please revise to clarify that there is a non-binding
agreement filed as an exhibit.
Directors, Executive Officers, Promoters and Control Persons, page 23
12. Please revise the discussion of Reinis Kosins's business experience to
disclose his
principal occupations and employment during the past five years,
including the name and
principal business of any corporation or other organization in which
he held such
employment. We refer you to Item 401(e) of Regulation S-K.
Available Information, page 26
13. Please tell us whether you plan to register your class of common stock
under Section 12 of
the Exchange Act, such as by filing a Form 8-A registration statement
before the effective
date of your Securities Act Form S-1 registration statement. If not,
we note that you
currently have only two shareholders, and given the size of your
proposed offering, it
appears likely you will have less than 300 record holders following
the completion of the
offering. Under Section 15(d) of the Exchange Act, your periodic
reporting obligations
under Section 13(a) will be automatically suspended if you have less
than 300 holders of
record for the fiscal year after the year of effectiveness. Please add
a risk factor that
informs stockholders of the possibility that your Section 15(d)
reporting obligation may be
suspended due to a limited number of record holders, as well as the
resultant risks in that
event. In addition, please add a risk factor and revise the disclosure
under "Available
Information" to discuss the inapplicability of the following
regulations to Section 15(d)
reporting companies: the proxy rules under Section 14 of the Exchange
Act, the short
swing profit rules under Section 16 of the Exchange Act, the
beneficial ownership
reporting requirements of Sections 13(d) and (g) of the Exchange Act
and the majority of
the tender offer regulations.
General
14. Please provide the information regarding beneficial ownership that is
required by Item
403 of Regulation S-K. We note your statement on page 6 that Mr.
Reinis Kosins owns a
majority of the company's outstanding stock.
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.
Reinis Kosins
Crucial Innovations, Corp.
March 11, 2019
Page 4
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Charles Eastman, Staff Accountant, at (202) 551-3794 or
Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Gregory Dundas,
Attorney Advisor, at (202) 551-3436 or Kathleen Krebs, Special Counsel, at
(202) 551-
3350 with any other questions.
FirstName LastNameReinis Kosins Sincerely,
Comapany NameCrucial Innovations, Corp.
Division of
Corporation Finance
March 11, 2019 Page 4 Office of
Telecommunications
FirstName LastName