August 13, 2019
Jayson Panopio
Chief Executive Officer
IJascode Handsoff Marketing System, LLC
333 Lantana Street, Suite 126
Camarillo, CA 93010
Re: IJascode Handsoff Marketing System, LLC
Offering Circular on Form 1-A
Filed on July 19, 2019
File no. 024-11044
Dear Mr. Panopio:
We have reviewed your offering 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 offering 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.
Form 1-A filed July 19, 2019
Financial Statements, page 1
1. Please provide a condensed balance sheet for the fiscal year ended
December 31, 2017.
Refer to Part F/S (b)(3) in the instructions for Form 1-A.
2. Please provide a condensed statement of operations, condensed statement
of changes in
stockholder's equity, and a condensed statement of cash flows for the
fiscal years ended
December 31, 2018 and December 31, 2017. Refer to Part F/S (b)(4) in the
instructions
for Form 1-A.
Jayson Panopio
FirstName LastNameJayson Panopio LLC
IJascode Handsoff Marketing System,
Comapany NameIJascode Handsoff Marketing System, LLC
August 13, 2019
August 13, 2019 Page 2
Page 2
FirstName LastName
Financial Statements
Notes to the Unaudited Financial Statements
Summary of Significant Accounting Policies
Revenue recognition, page 5
3. We note your disclosure that you have not recognized any revenues
since your inception.
Please revise your revenue recognition disclosure to address how you
account for your
sales as presented in your condensed statements of operations.
Provisions in our charter documents and in Delaware law could discourage a
takeover., page 14
4. Please revise your risk factor heading to reference California law, as
opposed to Delaware
law.
5. We note that your forum selection provision identifies the Court of
Chancery of the State
of California as the exclusive forum for certain actions involving the
Company. Please
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note 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 the provision applies to Securities Act
claims, please add risk
factor disclosure and also revise your prospectus to state that there
is uncertainty as to
whether a court would enforce such provision and that stockholders
will not be deemed to
have waived the company's compliance with the federal securities laws
and the rules and
regulations thereunder. If this provision does not apply to actions
arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
the governing documents states this clearly.
6. We note the reference to mandatory arbitration under your corporate
bylaws, but find no
such provision there. Please advise or revise.
The elimination of monetary liability against our directors, officers, and
employees under
Delaware law...may discourage lawsuits., page 16
7. Please revise your risk factor heading to reference that your
indemnification provisions
exist under California law, as opposed to Delaware law.
Plan of Distribution, page 19
8. We note that you will conduct sales of your securities on a best
efforts basis by your
officers, directors, and employees, and that the ijascode website will
be the exclusive
means by which prospective investors may subscribe in the offering.
Please provide us
with your analysis as to the availability to you of Rule 3a4-1 of the
Exchange Act,
Jayson Panopio
FirstName LastNameJayson Panopio LLC
IJascode Handsoff Marketing System,
Comapany NameIJascode Handsoff Marketing System, LLC
August 13, 2019
August 13, 2019 Page 3
Page 3
FirstName LastName
"Associated persons of an issuer deemed not to be brokers."
Selling Securityholders, page 21
9. We note that several of your selling shareholders appear to be
affiliates of the company.
Please revise at Part I, Item 4 of your offering circular to indicate
that the proposed
offering involves the resale of securities by affiliates of the
issuer, which you currently
indicate as "No."
Management's discussion and analysis of financial conditions and results of
operations, page 30
10. We note your disclosure that you generated no revenue for the year
ended December 31,
2018. You present a Condensed Statement of Operations for the six
months ended June
30, 2019 and 2018 which shows sales and gross profit for the periods
presented. Please
expand your MD&A discussion to include the revenue section or revise
as appropriate.
Choice of Forum, page 41
11. Please revise to confirm that your choice of forum is the Court of
Chancery of the State of
California, not Delaware. Likewise, please address here our related
comment 5 above.
General
12. Please revise your signature page to indicate who is signing in the
capacity of principal
accounting officer. Please refer to Form 1-A, "Instructions to
Signatures, I."
13. We note that you have not included a legal opinion in your list of
Exhibits. Please confirm
that you will file a legal opinion as an exhibit to your filing prior
to requesting
qualification of your offering circular. Please refer to Form 1-A,
Part III. Exhibits, Item
17.12, "Opinion re. Legality."
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.
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.
You may contact Charles Eastman, Staff Accountant, at 202-551-3794, or
Robert S.
Littlepage, Accounting Branch Chief, at if you have questions regarding
comments on the
financial statements and related matters. Please contact Paul Fischer, Staff
Attorney, at 202-551-
3415, or Celeste M. Murphy, at 202-551-3257, with any other questions.
Jayson Panopio
IJascode Handsoff Marketing System, LLC
August 13, 2019
Page 4
FirstName LastNameJayson Panopio Sincerely,
Comapany NameIJascode Handsoff Marketing System, LLC
Division of Corporation
Finance
August 13, 2019 Page 4 Office of
Telecommunications
FirstName LastName