January 27, 2020
William Shawn Clark
President and Chief Executive Officer
Viabuilt Ventures, Inc.
2475 N. John Young Parkway
Orlando, FL 32804
Re: Viabuilt Ventures Inc.
Form 8-K
Filed December 31, 2019
File No. 333-188753
Dear Mr. Clark:
We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 8-K filed December 31, 2019
The Share Exchange Transaction, page 3
1. You disclose on page three and 26 that you issued 7,000,000 shares to
William Shawn
Clark and Thomas Wentz, the former holders of Firetainment. However,
Section 1.3 of the
Amended Share Agreement dated September 1, 2019, filed as Exhibit 2.1,
indicates that
you issued 7,000,000 shares of its common stock to William Shawn Clark
and Thomas
Clark. Please reconcile these inconsistencies.
2. You disclose that you will initially reserve 2,500,000 authorized,
unissued shares of
common stock for grant awards under the 2019 Incentive Compensation Plan.
We note
that Section 4.1 of the 2019 Incentive Plan filed as Exhibit 10.1 states
that the maximum
number of shares of common stock that may be issued and sold under the
plan is ten
million shares. Please clarify, if true, here and on page 23 that maximum
number of shares
of common stock that may be issued and sold under the plan is ten million
shares.
William Shawn Clark
FirstName LastNameWilliam Shawn Clark
Viabuilt Ventures, Inc.
Comapany NameViabuilt Ventures, Inc.
January 27, 2020
January 27, 2020 Page 2
Page 2
FirstName LastName
Firetainment's Patented Products, page 6
3. You disclose that a complete product catalog is available online at
www..com/fire-pit-
table-collection/. This does not appear to be a working website.
Please revise.
Risk Factors, page 9
4. Please revise your Form 8-K to highlight a shareholder s inability to
rely upon Rule 144 to
resell their stock until one year from the date when all of the
required Form 10
information is provided. Please note the resale restrictions imposed
by Rule 144(i) and
add risk factor disclosure where appropriate.
Executive Compensation, page 22
5. We note that you entered into an employment agreement with Mr. Clark
that became
effective in 2019. Please revise your summary compensation table
accordingly. Please
revise to include the information required by Item 402 of Regulation
S-K
Description of Securities, page 26
6. We note your disclosure that Mr. Clark received 1,000,000 Class A
Common Stock
Purchase Warrants. Please revise to include the information required
by Item 202 of
Regulation S-K.
Exhibit 10.2, page 27
7. Please file an executed copy of your employment agreement with Mr.
Clark as an exhibit
to the Form 8-K. See Item 601(b)(10) of Regulation S-K.
Exhibit 99.1
Note 13 - Subsequent Events, page 28
8. Please disclose the actual date through which subsequent events were
evaluated as
required by ASC 855-10-50-1. This comment is also applicable to your
subsequent event
disclosures on page 12 of Exhibit 99.2.
Exhibit 99.3, page 29
9. Your disclosure indicates that the pro forma data includes the balance
sheet as of
December 31, 2018 and the results of operations for the nine months
ended September 30,
2019; however, it appears that you have included the balance sheet as
of September 30,
2019, not December 31, 2018 as described in your disclosure. Please
revise your opening
disclosure to properly identify the balance sheet provided in the
exhibit. Please also revise
your filing to include the appropriate pro forma income statement
information which
should include the latest fiscal year and interim period included in
the filing.
William Shawn Clark
Viabuilt Ventures, Inc.
January 27, 2020
Page 3
General
10. We note disclosure on page three that you completed the Share Exchange
Agreement on
December 19, 2019, and on page 13 that you closed the transaction on
December 23,
2019. Please make your disclosures consistent.
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 Mindy Hooker, Staff Accountant at (202) 551-3732 or
John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any
other questions.
FirstName LastNameWilliam Shawn Clark Sincerely,
Comapany NameViabuilt Ventures, Inc.
Division of
Corporation Finance
January 27, 2020 Page 3 Office of
Manufacturing
FirstName LastName