January 14, 2020
Daniel Gudema
Chief Executive Officer
Take It National, Inc.
299 Camino Gardens, Suite 300
Boca Raton, FL 33432
Re: Take It National, Inc.
Offering Statement on Form 1-A
Filed December 18, 2019
File No. 024-11132
Dear Mr. Gudema:
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
Dilution, page 13
1. Please confirm that the amounts presented as "Net tangible book value
after giving effect
to the offering" are correct and based upon the number of shares
outstanding after the
offering. Also, please clarify how you are calculating "Percent of
dilution to New
Investors" as we can not recalculate this percentage. For example, the
first column shows
the net tangible book value after the offering of $0.125 per share
whereas the offering
price is $0.50 which seems to be a larger dilution than that presented in
the table.
Use of Proceeds, page 15
2. We note your disclosure indicating that a significant portion of your
proceeds will be for
"Salary for current or future employees." Please briefly describe any
proposed
compensation to be made to your officers and directors. Refer to
Instruction 2 to Item 6
of Part II of Form 1-A for guidance.
Daniel Gudema
Take It National, Inc.
January 14, 2020
Page 2
Item 7: Description of Business Our Company
Going Concern, page 20
3. Please clarify your disclosures that state your auditors have
expressed substantial doubt
about your ability to continue as a going concern. In this respect, we
note that you have
not provided audited financial statements in your filing. If an audit
of these financial
statements was obtained for other purposes, those audited financial
statements must be
filed, and an audit opinion complying with Rule 2-02 of Regulation S-X
must be filed
along with such financial statements. See Form 1-A - Rules on Part
Financial Statements:
(b) Financial Statements for Tier 1 Offerings.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
21
4. You disclose on page 21 and elsewhere that you have "developed a
proprietary software
platform." You also disclose on page 21 that you "have not generated
revenues from our
operations." It is unclear whether you have a currently marketable
product generating
revenue. To provide context, please disclose what the $46,805 of
revenues generated in
the nine months ended September 30, 2019 represents. To the extent
your product is not
yet marketable, please revise clearly to indicate this and describe
its current development
status.
Item 14: Securities Being Offered, page 26
5. You disclose on pages 11 and 26 that you do not have authorized shares
of preferred stock
or preferred shareholders. Please reconcile this disclosure with the
disclosure on the face
of your balance sheet and in Part I, Item 1 of Form 1-A that you have
1,000,000
authorized shares of preferred stock and 1,000,000 shares of preferred
stock issued and
outstanding.
6. On page 11, you disclose that you "have never paid dividends and do
not intend to pay
any dividends for the foreseeable future." Please reconcile this
disclosure with the
shareholder distributions reflected in your Statements of Cash Flows
and Statements of
Shareholders Equity for 2018 and the nine months ended September 30,
2019. Clarify
whether these distributions were made on your common stock or
preferred stock and
whether you intend to pay dividends in the future.
Signatures, page 30
7. Please revise the signature page so that your offering statement is
signed by your principal
executive officer, principal financial officer and principal accounting
officer and a
FirstName LastNameDaniel Gudema
majority of the members of your board of directors. To the extent
someone is signing in
Comapany NameTakecapacity, indicate each capacity in which such person is
signing. Refer to
more than one It National, Inc.
January 14, 2020 Page Signatures on Form 1-A.
Instruction 1 to 2
FirstName LastName
Daniel Gudema
FirstName LastNameDaniel Gudema
Take It National, Inc.
Comapany NameTake It National, Inc.
January 14, 2020
Page 3
January 14, 2020 Page 3
FirstName LastName
General
8. Please revise the disclosure throughout your offering statement,
including pages 11, 19
and 20, to clarify the nature and extent of any reporting obligations
and the applicability
of emerging growth company status to your Tier 1 Regulation A
offering. In this regard,
as a Tier 1 issuer, you will not be subject to the periodic and
current reporting
requirements under Rule 257(b) of Regulation A. It also does not
appear that you intend
to file an Exchange Act registration statement to become a reporting
company under
Section 12 of the Exchange Act. Therefore, revise your disclosure to
discuss your lack of
reporting obligations under either Regulation A or the Exchange Act,
and remove
references to the applicability of emerging growth company status. In
addition, to avoid
confusion, please revise the cover page of the offering circular so
that it states that the
offering is a Tier 1 offering rather than a "TIER II OFFERING."
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 Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology