United States securities and exchange commission logo
May 7, 2020
Rick Bentley
Chief Executive Officer
Cloudastructure, Inc.
55 E 3rd Ave.
San Mateo CA 94401
Re: Cloudastructure,
Inc.
Offering Circular
on Form 1-A
Filed April 10,
2020
File No. 024-11192
Dear Mr. Bentley:
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.
Preliminary Offering Circular Dated April 10, 2020
Risk Factors
"The Company has multiple notes outstanding beyond their stated maturity
date.", page 10
1. Please disclose in this
risk factor the total amount due under the outstanding notes.
The Company's Business
Products and Services in Development, page 19
2. Please revise to
discuss the time frames and estimated costs related to the completion of
your products and
services in development.
Key Customers, page 21
3. Please identify the
major customer who accounted for 39% of your revenue in 2019 and
disclose the material
terms of any agreements or understanding with this customer. As
Rick Bentley
Cloudastructure, Inc.
May 7, 2020
Page 2
part of your response, tell us the percentage of revenue derived from
the customer in 2018.
In addition, file as exhibits any related contracts. Refer to Item
17(6)(b)(ii) of Form 1-A.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 23
4. We note your disclosure on page 10 that if you sell the maximum number
of units, you
expect the net proceeds to fund your operations for at least 48
months. Please revise this
section to disclose how long you expect your current capital will be
able to fund
operations and how long you will be able to continue to fund
operations if you raise 25%,
50%, 75% or 100% of the maximum offering.
Directors, Executive Officers and Significant Employees, page 25
5. Your website indicates that Rajeev Kak is your Chief Marketing
Officer. Please disclose
all executive officers and significant employees of the company. See
Item 10 of Form 1-
A.
Balance Sheets, page F-2
6. We note that you have multiple issuances of promissory notes and
convertible notes
outstanding beyond their maturity dates and the holders of such debt
may demand
payment at any time. Revise your balance sheet classification of these
notes to report
them as a current liability or tell us why it is appropriate to not do
so.
Statement of Operations, page F-3
7. We note that you have been "primarily focused on research and
development for the last
two fiscal years". Tell us your consideration of the disclosure
requirements of ASC 730-
10-50 and whether or not your research and development expenses should
be disclosed.
Recent Accounting Pronouncements, page F-8
8. Please disclose when you intend to adopt those new and/or revised
accounting standards
whose adoption you have elected to defer.
Revenue Recognition, page F-8
9. Please expand your disclosure and describe how you account for each
material source of
revenues: subscriptions, door and video services, and sales of
controllers and recorders.
FirstName LastNameRick Bentley
Further, tell us why you have yet to implement the guidance of ASC 606 -
Revenues from
Comapany NameCloudastructure, which became effective for non-public companies
for years
Contracts with Customers, Inc.
May 7,beginning after December 15, 2018.
2020 Page 2
FirstName LastName
Rick Bentley
FirstName LastNameRick Bentley
Cloudastructure, Inc.
Comapany NameCloudastructure, Inc.
May 7, 2020
Page 3
May 7, 2020 Page 3
FirstName LastName
Notes to the Financial Statements
Note 4 - Convertible Notes, and Note 5 - Other Non-current Liabilities, page
F-9
10. Please disclose the terms of your debt and other non-current
obligations as required by
ASC 470. Also include applicable related party disclosures.
We will consider qualifying your offering statement at your request. 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Joseph Kempf, Staff Accountant, at (202) 551-3352 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jeanne Campanelli