United States securities and exchange commission logo
May 7, 2020
Dennis L. Smith
Chief Executive Officer
Remembrance Group, Inc.
365 5th Ave South, Suite 201
Naples, FL 34102
Re: Remembrance Group,
Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed April 27,
2020
File No. 024-11179
Dear Mr. Smith:
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 April
9, 2020 letter.
Amendment No. 1 to Offering Statement on Form 1-A filed April 27, 2020
Part II - Offering Circular
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
23
1. In your response to
comment 12, you stated you have quantified the drivers impacting
changes in your results
of operations, and also included quantification of how those
changes are
attributable to changes in prices or changes in volume. However, it does not
appear that your
results of operations includes any additional quantification of the drivers
of the changes. Please
expand your disclosure to include additional quantification and
discussion of the
significant factors materially affecting your revenues, costs of revenues,
general and
administrative expenses and other income (loss), and quantify the significant
Dennis L. Smith
Remembrance Group, Inc.
May 7, 2020
Page 2
drivers impacting each. For example, you state that service revenue
decreased $85,107 in
2019 as compared to 2018. Please explain why the revenue decreased and
how that
decrease is a result of changes in prices and volumes.
Consolidated Statements of Operations, page F-4
2. We reviewed your responses to comments 22 and 23. Please revise to
disclose in the
notes to consolidated financial statements the nature of expenses
included in the cost of
property and merchandise, cost of service, overhead and other expenses,
and general and
administrative expenses line items. In doing so, please address what
payroll and
depreciation and amortization is included in each line item. Please also
disclose that your
calculation of gross profit may differ from other companies'
calculations.
3. We note your response to comment 24, in which you cite FASB ASC
260-10-45-11 as the
basis for including your preferred stock dividends as component of other
expense in your
income statement. Please note that the reference to deducting dividends
from income
available to stockholders in ASC 260-10-45-11 is only in relation to
computing earnings
or loss per share. Please revise the computation and modify your
presentation of
dividends to remove such items from your computation of net loss, include
them as an
increase to net loss in computing net loss attributable to common units
and include them
as a component within your statement of equity, or tell us why no such
revision is
necessary. Further, you state that preferred unitholders did not
participate in losses similar
to common unitholders. As such, remove the preferred units from the
weighted average
shares and present only net loss per common unit, or explain why your
current
presentation is correct. Please also consider whether this change
constitutes a correction
of an error within the scope of FASB ASC 250-10-45-22 through 45-28, and
if so, please
include the disclosures required by FASB ASC 250-10-50-7 through 50-10.
You may contact James Giugliano at (202) 551-3319 or Adam Phippen at
(202) 551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser
at (202) 551-
3222 with any other questions.
Sincerely,
FirstName LastNameDennis L. Smith
Division of
Corporation Finance
Comapany NameRemembrance Group, Inc.
Office of Trade &
Services
May 7, 2020 Page 2
cc: Louis A. Bevilacqua
FirstName LastName