September 27, 2019
Hamon Fytton
Chief Executive Officer
Quality of Life Marketing, Inc.
1350 NE 125 Street, Suite 201C
North Miami, FL 33161
Re: Quality of Life Marketing, Inc.
Registration Statement on Form 1-A
Filed September 3, 2019
File No. 024-11069
Dear Mr. Fytton:
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 September 3, 2019
Securities Being Offered, page 34
1. Please provide the full description of your SERIES A Preferred Stock as
required by Item
14(a)(1) and (3) of Form 1-A. In addition we note from the certificate of
designation of
your SERIES A Preferred Stock that those securities are convertible into
any number of
shares of common stock as "determined by mutual agreement of the
Corporation and the
holder of the Series A Preferred Stock...," and we note that the holder
controls the
corporation. Please disclose this fact prominently in your summary
information section
and provide a separate risk factor about this explaining risks to
investors. Also disclose
the nature of the disparate voting rights of the Series A Preferred Stock
and the Common
Stock in the prospectus summary and risk factors sections.
Financial Statements, page 35
2. Please revise to label the financial statements as "unaudited". Please
refer to
Hamon Fytton
FirstName Life Marketing, Inc.
Quality of LastNameHamon Fytton
Comapany 27, 2019
September NameQuality of Life Marketing, Inc.
September 27, 2019 Page 2
Page 2
FirstName LastName
paragraph(b)(2) of Part F/S in Form 1-A. Also please remove all
references to your status
as a "development stage company." Refer to ASU 2014-10.
3. We note your financial statements for the period January 1, 2019
(inception) through June
30, 2019. However, it appears you were incorporated on October 31,,
2003 per your
Exhibit EX1A-2A. We also note that page 6 of your filing discloses
that you were
incorporated on October 31, 2013. Please clarify for us and adjust
your disclosures to
indicate the appropriate date of incorporation. Also tell us and
disclose the date of your
fiscal year end.
4. Please provide unaudited historical financial statements including a
balance sheet as of the
two most recently completed fiscal year ends and consolidated
statements net income,
cash flows, and changes in stockholders' equity for each of the two
fiscal years preceding
the 2019 period. Please refer paragraph (b) (4) of Part F/S of Form
1-A as you appear to
have been incorporated since 2003. Alternatively, please tell us why
you believe these are
not required to be included.
Balance Sheet
Preferred Stock, page 36
5. Please tell us why the preferred stock is included in your June 30,
2019 balance sheet
since it was not authorized until August 17, 2019 per your Exhibit
1A-3. Please revise
your financial statements and footnote disclosure on page 43
accordingly.
Related Party Transactions, page 43
6. Please reconcile your disclosure here that on June 30, 2019 you issued
15,000,000 shares,
with your disclosure in the subsequent section and elsewhere that you
have 5,000,000
shares of common stock issued and outstanding.
Index to Exhibits, page 45
7. Please file your subscription agreement and opinion of counsel as
exhibits.
Signatures, page 46
8. Please revise the Signatures section to provide a second signature
block with the language
and format required by Form 1-A, and include the signature of your
principal executive
officer, principal financial officer, and principal accounting
officer. To the extent that
someone is signing in more than one capacity, indicate each capacity
in which such person
is signing. Refer to Instruction 1 to Signatures on Form 1-A.
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
Hamon Fytton
Quality of Life Marketing, Inc.
September 27, 2019
Page 3
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 Melissa Gilmore at 202-551-3777 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with
any other
questions.
FirstName LastNameHamon Fytton Sincerely,
Comapany NameQuality of Life Marketing, Inc.
Division of
Corporation Finance
September 27, 2019 Page 3 Office of
Transportation and Leisure
FirstName LastName