February 25, 2020
Daniel Gudema
Chief Executive Officer
Take It National, Inc.
299 Camino Gardens, Suite 300
Boca Raton, FL 33432
Re: Take It National, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed February 13, 2020
File No. 024-11132
Dear Mr. Gudema:
We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our January 14,
2020 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Preferred Shareholders have inordinate voting rights..., page 11
1. Please revise to discuss the full extent of the voting rights of your
Series A Preferred
Shares. In this regard, disclose that each Series A Preferred Share is
entitled to ten votes
per share and that, regardless of the right to ten votes per share, the
Series A Preferred
shareholders will always be entitled to have at least 51% of the votes
on all matters
submitted to a shareholder vote. Also revise your disclosure of the
terms of your Series A
Preferred Stock on page 26 to discuss these voting rights. Lastly,
revise the risk factor
"Our officers and directors control our company..." on page 8 so that it
does not suggest
that your officers and directors will no longer control the company if
more than $500,000
is raised in the offering.
Daniel Gudema
FirstName LastNameDaniel Gudema
Take It National, Inc.
Comapany NameTake It National, Inc.
February 25, 2020
Page 2
February 25, 2020 Page 2
FirstName LastName
Dilution, page 12
2. We note your revised dilution table and recalculated amounts in
response to prior
comment 1. Please provide us with your calculation of the net tangible
book value per
share as of September 30, 2019. Confirm that this per share amount is
based upon the net
amount of the total tangible assets less liabilities as it appears
that you are using the total
asset amount.
Item 12: Security Ownership of Management and Certain Beneficial Owners, page
26
3. Please note that you are required to disclose beneficial ownership for
all voting securities.
As your Series A Preferred Stock has voting rights, please also
provide the disclosure
required by Part II, Item 10, of Form 1-A for your Series A Preferred
Stock. This may be
done by adding separate columns to your current beneficial ownership
table for your
Series A Preferred Stock and a final column showing total voting power
held by each
person listed in the table taking into account their beneficial
ownership in all of the voting
securities held by them.
Item 13: Interest of Management and Others in Certain Transactions Related
Party Transactions,
page 26
4. You disclose on page 19 that the company signed a "Software License &
Share
Agreement" with Gold Entertainment Group, Inc. on April 27, 2017 when
Mr. Fytton was
the President, CEO and majority shareholder of Gold Entertainment
Group. It appears
that this agreement was filed as Exhibit 99.1 to Gold Entertainment
Group, Inc's Form 10-
Q filed on July 31, 2017. It also appears that the company granted a
license to Gold
Entertainment for three years and that Daniel Gudema received a
portion of the 200
million shares of Gold Entertainment Group common stock issued
pursuant to the
agreement. Please file this agreement as an exhibit to the Form 1-A
and provide the
disclosure required by Part II, Item 13 of Form 1-A with regard to Mr.
Frytton's and Mr.
Gudema's interests in the transaction. Also clarify that Gold
Entertainment Group is no
longer a public reporting company with the SEC.
Consolidated Statement of Operations, page F-3
5. Your response to prior comment 6 indicates that you ceased to be a
subchapter S
corporation as of the end of the tax year ended December 31, 2019.
Please revise to
present pro forma income tax expense on the face of your Statement of
Operations for
each period presented. Pro forma income tax should be calculated using
statutory tax
rates that were in effect in prior periods. The pro forma income tax
expense and net
income can be presented directly below the net income amount. In
addition, revise to
include a discussion and analysis of the pro forma income tax expense
in the MD&A
section of your filing.
Daniel Gudema
Take It National, Inc.
February 25, 2020
Page 3
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.
FirstName LastNameDaniel Gudema Sincerely,
Comapany NameTake It National, Inc.
Division of
Corporation Finance
February 25, 2020 Page 3 Office of Technology
FirstName LastName